Special Meeting

Started by TamH • 7 replies • 1740 views

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TamH (California)
Posts: 30

Posted:

Can members petition for a special meeting to discuss mishandeling of the board?
Our appointed secretary is handeling business without communicating to the board.
A few members have letters and emails where the secretary took business upon herself to answer members. The members asked for the board to meet with them and the board has ignored them for several months. Now they have sent out packets to the community asking for a special meeting to discuss lack of communication of the board. Can they ask for a special meeting on this?
Tam

TimB4 (Tennessee)
Posts: 21,059

Posted:

Tam,

Typically the Board may call a special meeting of the membership whenever they feel the need is required.

Typically the membership may petition the board to hold a special meeting for whatever topic the petitioner believes is needed to be handled at a special meeting. Providing that enough signatures are gotten, the Board, upon receipt of the petition, must hold a special meeting.

However, you should verify this within your own governing documents and/or State laws (HOA and Corporate).

Note: Special meetings usually only have one or two topics.

Since the Board is calling the special meeting, I would suggest that you take what documentation you have and bring it to the meeting. I would also recommend that you suggest at the meeting that all members requesting communications with the Board to direct the request to the President but copy all board members and, if you have one, the management company. This way the request can't be ignored as everyone will be on the same page.

You might want to volunteer to head a communications committee if that will help solve the problem.

Tim

RichardP13 (California)
Posts: 1,767

Posted:

There are three options available. The President or any two Board members may call a Special Meeting of the Board. Only items listed on a agenda, which must be posted 4 days prior to called meeting, can be discussed and acted upon. Members have the right to speak at the meeting, but are powerless to do anything, except to be heard.

The second option is a Special Meeting of the Members, which can be called by the President, two Board members or 5% of the members entitled to cast ballots, per Corporation Code 7510(e). Only those items on the agenda may be acted on or voted on by the membership. The problem you could face is getting quorum, much like the annual meeting. So if your quorum requirement is a majority of the members and you have say, 300 homes, you will have to go door to door to get your message across, get proxies or get ballots.

The last option and maybe the most sensible option is calling a town hall meeting where no notice is required and no quorum is required. You are able to get your message across and possibly formulate a plan of action.

SusanW1 (Michigan)
Posts: 5,202

Posted:

What kind of "information" is lacking?

Members have a right to see minutes of the meeting - that is the ONLY official actions of the board.

All the rest is conversation, gossip and things being worked on. The president should be the only spokesperson for the board's actions.

Unless you can be very specific about what information is lacking, then just attend the meetings to see what's going on.

PS Perhaps someone could volunteer to publish a newsletter for the HOA.

TamH (California)
Posts: 30

Posted:

I forgot to mention that this HOA is in the State of Idaho.
There are no HOA Statutes and the HOA is a non-profit.
Tam

TimB4 (Tennessee)
Posts: 21,059

Posted:

Tam,

Idaho, CA, VA, etc., my advise would be the same.

Since your Association is incorporated, the Idaho NONPROFIT CORPORATION ACT would apply. The section about special meetings state:

30-3-47.Special meeting. (1) A corporation with members shall hold a special meeting of members:
(a) On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(b) Except as provided in the articles or bylaws of a religious corporation if the holders of at least ten percent (10%) of the voting power of any corporation sign, date and deliver to any corporate officer one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

What does your Associations governing documents say about calling a special meeting?

TamH (California)
Posts: 30

Posted:

ur bylaws: Article IV. Meeting Of Members.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the Board of Directors, or upon written request by the members who are entitled to vote at least one-tenth (1/10) of all of the votes of the Class A membership.

The developer is no longer here so it would be of the membership. The number for one-tenth is 14, having 140 properties. Over half of the properties (26 for sale last summer) have no homes and many are for sale because of the economy. One reason for the packet that was sent. A very well to do person was looking for outdoor activity for his family and loved this area. He was having his financial team look into the DC&R's they got from the county and asked for financials from the Board. All the transactions were by the secretary last August the board was never told of this, the sec said she would get the financials but they would have to be specific on what they wanted. They answered the question and never heard from the secretary again.
Then in November a letter with all emails were sent to a homeowner and this person took it to the treasurer asking for a personal meeting with the board in Nov and as Feb the person who received the papers with a cover letter took action. The HO also asked to see financials and the sec again responded with a letter saying he could get copies @.65 per page and $15.00 hr for someone to supervise and had to be specific. That is when we the community received packets, also asking to sign a petition for a special meeting for the coomminity saying our board not doing their duty.
The person looking wanted to purchase for personal family and would be looking at homes and land. The contact said that they do not go through relators...they pay the listing agent their half and give the other half to the owners.
So, should we sign the petition or talk to the messenger and ask for a town hall meeting. I believe the petition has enough signees.
Tam. Question: is there a time length on petitions to be handed to the board?

SusanW1 (Michigan)
Posts: 5,202

Posted:

The seller ususally provides the buyer with all the info.

If I read your post correctly, a non members requested info. He can get all this from the seller (whomever that is)

Buyers usually want to know if there is a funded reserve fund and if the HOa is involved in any litigation and how finanically stable the HOA is.

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