JeanB9 (South Carolina)
Posts: 26
Posts: 26
Posted:
Who has the authority to call special meetings in the event the homeowners want to recall a BOD member? As we know that the BOD won't initiate.
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Calling of Special Meetings
Started by JeanB9 • 9 replies • 2744 views
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BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
Quote:
Posted By JeanB9 on 03/29/2013 6:50 AM
Who has the authority to call special meetings in the event the homeowners want to recall a BOD member? As we know that the BOD won't initiate.
Who has the authority to call special meetings in the event the homeowners want to recall a BOD member? As we know that the BOD won't initiate.
Generally, your bylaws should state the method(s) for calling a special meeting. Typically, a specified percentage of homeowners can call a special meeting. Unfortunately, your board or secretary may not comply with the demand of the homeowners. In that case, the only recourse is legal action.
Red your bylaws. The answer should be there.
CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
Yes, Jean, as Bruce says the % of owners should be stated in your bylaws. You'll be calling a Special Meeting of the Member(ship), not a Special Meeting of the Board.
Do hope that the Board prez or sec'y distributes the notices. You might be in better luck if you have an Property Manager to do this. Othrwise, making sure that everything is exactly correct, a group of you can post/distribute them yourselves.
Do hope that the Board prez or sec'y distributes the notices. You might be in better luck if you have an Property Manager to do this. Othrwise, making sure that everything is exactly correct, a group of you can post/distribute them yourselves.
GlenL (Ohio)
Posts: 5,491
Posts: 5,491
Posted:
You need to read your CC&Rs, ours give the homeowners the right to call and notice the meeting if the Board fails to call it twenty days after they are presented with the petition.
Studies show that 5 out of 4 people have problems with fractions
JeanB9 (South Carolina)
Posts: 26
Posts: 26
Posted:
Thanks all for the info.
Our By-laws state that: "Special meetings of the members, for any purpose or purposes, may be called in accordance with the provisions of the South Carolina corporate statutes. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a special meeting of members, stating the time, place and object thereof, shall be served upon or mailed to each member entitled to vote thereat, at such address as appears on the books of the corporation, at least ten (10) days before such meeting. Business transacted at all special meetings shall be confined to the objects stated in the notice thereof."
SECTION 33-7-102. Special meeting.
(a) A corporation shall hold a special meeting of shareholders:
(1) on call of its board of directors or the person authorized to do so by the articles of incorporation or bylaws; or
(2) in the case of a corporation which is not a public corporation or of a public corporation which elects in its articles of incorporation, if the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose for which it is to be held.
(b) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office.
(d) Only business within the purpose described in the meeting notice required by Section 33-7-105(c) may be conducted at a special shareholders' meeting.
Our By-laws state that: "Special meetings of the members, for any purpose or purposes, may be called in accordance with the provisions of the South Carolina corporate statutes. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a special meeting of members, stating the time, place and object thereof, shall be served upon or mailed to each member entitled to vote thereat, at such address as appears on the books of the corporation, at least ten (10) days before such meeting. Business transacted at all special meetings shall be confined to the objects stated in the notice thereof."
SECTION 33-7-102. Special meeting.
(a) A corporation shall hold a special meeting of shareholders:
(1) on call of its board of directors or the person authorized to do so by the articles of incorporation or bylaws; or
(2) in the case of a corporation which is not a public corporation or of a public corporation which elects in its articles of incorporation, if the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose for which it is to be held.
(b) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office.
(d) Only business within the purpose described in the meeting notice required by Section 33-7-105(c) may be conducted at a special shareholders' meeting.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Jean
You are on the right track. Basically you will have to get 10% of the owners to ask for the meeting. The meeting subject must be confined to the specific subject the meeting was called for.
What would be the subject/purpose of this meeeting?
You are on the right track. Basically you will have to get 10% of the owners to ask for the meeting. The meeting subject must be confined to the specific subject the meeting was called for.
What would be the subject/purpose of this meeeting?
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Jean
I did reread your OP. Even with a properly called Special Meeting, you will not be able to recall anyone at that meeting.
The procedure for a recall is different then just a Special Meeting to discuss something.
Hope this helps.
I did reread your OP. Even with a properly called Special Meeting, you will not be able to recall anyone at that meeting.
The procedure for a recall is different then just a Special Meeting to discuss something.
Hope this helps.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Jean,
As John pointed out, you are on the right track.
Although all State laws vary for recalling boards (FL especially), here is a typical procedure for those that require a membership meeting for a recall:
1) Gather neighbors and form a recall committee
2) Request membership list from the Association and a mailing list of all Board members.
3) Solicit signatures from members only (one signature per lot) on a petition to hold a special meeting for the purpose of recalling the Board of Directors and electing a new one.
Note: It's important that the petition specifies that it's for calling a special meeting of the membership. The membership has the right, by petition, to call a special meeting for a specific purpose. If the petition simply says that the undersigned recall the board, it is an invalid petition.
3a) While soliciting signatures, solicit for people to serve on the Board
4) Send the petition via certified mail to:
a) Registered Agent (if Association is incorporated) (original)
b) Management Company (send original here if there is no registered agent)
c) All Board members (copies)
d) keep a copy for yourself
In the polite cover letter sent with the petition cite any sections of the governing documents and State law that applies to calling special meetings and recalling the board (shows you've done your homework).
5) Wait an appropriate amount of time to see if the Board announces the meeting.
If Board does nothing send a second certified letter, with copies as outlined in step 3, stating that unless a meeting is held within x days (allowing time for notice requirements) and a notice of said meeting is sent within x days (say 10 days) that the recall committee will conduct the meeting.
5a) If the Board does announce the meeting, contact all members and solicit proxies if they are not attending the meeting (providing you can vote by proxy).
IF the committee has to hold the meeting:
6) Locate a meeting place
7) Set a date and time (be sure to comply with any meeting notice requirements)
8) Mail initial notice of meeting to all members
9) Solicit proxies if proxy voting is allowed
10) Mail reminder about meeting
11) Hold Meeting
AT the MEETING (no matter who calls it):
Confirm Quorum is present
Show proof of notice
Item 1 - recall of Board
discussion
Pass out ballots
Vote
Collect ballots
count
Announce result
Item 2 - election of new Board (if recall is successful)
Introduce nominees
Ask for nominations (if allowed from floor)
discussion
Pass out ballots
Vote
Collect ballots
count
Announce result
Send copies of minutes, sign-in sheet, vote count and results to registered agent, management company and all previous (if recall was successful) board members via certified mail. Set date for turn over of all records.
The reason you send everything via certified mail is to have a paper trail in case it turns into a legal battle.
Tim
As John pointed out, you are on the right track.
Although all State laws vary for recalling boards (FL especially), here is a typical procedure for those that require a membership meeting for a recall:
1) Gather neighbors and form a recall committee
2) Request membership list from the Association and a mailing list of all Board members.
3) Solicit signatures from members only (one signature per lot) on a petition to hold a special meeting for the purpose of recalling the Board of Directors and electing a new one.
Note: It's important that the petition specifies that it's for calling a special meeting of the membership. The membership has the right, by petition, to call a special meeting for a specific purpose. If the petition simply says that the undersigned recall the board, it is an invalid petition.
3a) While soliciting signatures, solicit for people to serve on the Board
4) Send the petition via certified mail to:
a) Registered Agent (if Association is incorporated) (original)
b) Management Company (send original here if there is no registered agent)
c) All Board members (copies)
d) keep a copy for yourself
In the polite cover letter sent with the petition cite any sections of the governing documents and State law that applies to calling special meetings and recalling the board (shows you've done your homework).
5) Wait an appropriate amount of time to see if the Board announces the meeting.
If Board does nothing send a second certified letter, with copies as outlined in step 3, stating that unless a meeting is held within x days (allowing time for notice requirements) and a notice of said meeting is sent within x days (say 10 days) that the recall committee will conduct the meeting.
5a) If the Board does announce the meeting, contact all members and solicit proxies if they are not attending the meeting (providing you can vote by proxy).
IF the committee has to hold the meeting:
6) Locate a meeting place
7) Set a date and time (be sure to comply with any meeting notice requirements)
8) Mail initial notice of meeting to all members
9) Solicit proxies if proxy voting is allowed
10) Mail reminder about meeting
11) Hold Meeting
AT the MEETING (no matter who calls it):
Confirm Quorum is present
Show proof of notice
Item 1 - recall of Board
discussion
Pass out ballots
Vote
Collect ballots
count
Announce result
Item 2 - election of new Board (if recall is successful)
Introduce nominees
Ask for nominations (if allowed from floor)
discussion
Pass out ballots
Vote
Collect ballots
count
Announce result
Send copies of minutes, sign-in sheet, vote count and results to registered agent, management company and all previous (if recall was successful) board members via certified mail. Set date for turn over of all records.
The reason you send everything via certified mail is to have a paper trail in case it turns into a legal battle.
Tim
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Jean
SC Corporation Rules and Regulations are "riddled" with the expression "unless Corporation Bylaws say otherwise". This means SC generally lets corporation pretty much do as they wish to do as per their Bylaws. Look more inward to your Covenants/Bylaws on how to do things rather then depend on the state of SC.
Our SC Bylaws say any director elected by the Voting Members may be removed, with or without cause, by the Voting Members holding a majority of the votes to be cast for the election of such director. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a director, a successor shall then and there be elected by the Voting Members entitled to elect the director so removed to fill the vacancy for the re4mainder of the term of such director.
Our Bylaws also say that any director appointed by the BOD to fill a vacancy may only be removed by the BOD. Thus the owners could not recall that director even if they wanted to.
Also in our Bylaws if you miss 3 unexcused absences of BOD meetings or are deliquent in the payment of any assessment or other charge due the Association for more then 30 days, you can (does not say must) be removed by the BOD.
Jean. It is possible to recall but it is not an easy task. My experience says that in the end, it is easier to work (along with others) to get people elected to the BOD that you support. Out with the old, in with the new.
Hope this helps.
SC Corporation Rules and Regulations are "riddled" with the expression "unless Corporation Bylaws say otherwise". This means SC generally lets corporation pretty much do as they wish to do as per their Bylaws. Look more inward to your Covenants/Bylaws on how to do things rather then depend on the state of SC.
Our SC Bylaws say any director elected by the Voting Members may be removed, with or without cause, by the Voting Members holding a majority of the votes to be cast for the election of such director. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a director, a successor shall then and there be elected by the Voting Members entitled to elect the director so removed to fill the vacancy for the re4mainder of the term of such director.
Our Bylaws also say that any director appointed by the BOD to fill a vacancy may only be removed by the BOD. Thus the owners could not recall that director even if they wanted to.
Also in our Bylaws if you miss 3 unexcused absences of BOD meetings or are deliquent in the payment of any assessment or other charge due the Association for more then 30 days, you can (does not say must) be removed by the BOD.
Jean. It is possible to recall but it is not an easy task. My experience says that in the end, it is easier to work (along with others) to get people elected to the BOD that you support. Out with the old, in with the new.
Hope this helps.
JeanB9 (South Carolina)
Posts: 26
Posts: 26
Posted:
John,
Your bylaws are very similar to ours.
I agree with you on the end point.
I appreciate all of everyone's time and thoughts to my questions.
Your bylaws are very similar to ours.
I agree with you on the end point.
I appreciate all of everyone's time and thoughts to my questions.
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