Requirements for calling a Special Meeting.

Does the President need special permission from other board members to call a Special Meeting assuming 48 hrs. notice is givin to them?
Two of the Board members have not be reachable so the meeting was posted. Now they respond and say they cannot or(will not)attend.
I posted the agenda cause I am on a time frame.

They told me what I did was improper or illegal...what?
Appreciate feedback.

Doris

Hi Doris:

Here is an example of what is in the FL HOA statute regarding “Special Meetings”:

720.306 Meetings of members; voting and election procedures; amendments.—

(3) SPECIAL MEETINGS.— Special meetings must be held when called by the board of directors or, unless a different percentage is stated in the governing documents, by at least 10 percent of the total voting interests of the association. Business conducted at a special meeting is limited to the purposes described in the notice of the meeting.

Hi Doris:

Ah … you must be condominium …

Actually I believe you may have miss read the following statute:

718.112 Bylaws.—

(2) REQUIRED PROVISIONS.—The bylaws shall provide for the following and, if they do not do so, shall be deemed to include the following:

(d) Unit owner meetings.—

9. Unless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director. In the alternative, a board may hold an election to fill the vacancy, in which case the election procedures must conform to sub-subparagraph 4.a. unless the association governs 10 units or fewer and has opted out of the statutory election process, in which case the bylaws of the association control. Unless otherwise provided in the bylaws, a board member appointed or elected under this section shall fill the vacancy for the unexpired term of the seat being filled. Filling vacancies created by recall is governed by paragraph (j) and rules adopted by the division.

What this says essentially broken down is:

1. Unless otherwise provided in the bylaws … which means HOA bylaws supersede if this issue regarding replacing board members is addressed in that document.

2. Vacancy may be filled by the affirmative vote of the majority of the remaining directors.

Now the issue is sometimes in an HOA there might be resignations where numerous individuals might resign and in which case there may be less than quorum of directors left or in rare instances only one remaining director. Therefore, if this happens the remaining directors if less than quorum or if only one left can fill the board positions (Example: HOA with 5 directors … 3 = quorum … 3 resign … majority of remaining directors fill vacancies).

You must have majority agreement from remaining directors to fill a position and if majority is not in attendence then it cannot be filled.