Calling a special meeting

Heidi ya'll

Our POA president has behaved in an undignified manner with several lot owners. We have 143 lot owners and it takes 25 % to call a special meeting. After 45 owners (31 %) petitioned our monolithic BOD to hold the special meeting, they couldn't decide on a date (LOL) and combined it to the regular meeting in September.

It is unclear to me what differentiate a special meeting from a regular one, should a special meeting agenda be restricted/limited to the president's conduct whereas the regular meeting will severely limit owners input and comments?

A grey area indeed!

You say?

John, SC

PS We are a lot owner association, not a homeowner association, about ½ the lots are unbuilt but all were sold.

I am not nor do I play a lawyer.

I agree with Tim. The only subject that can be discussed or acted upon is the subject/reason the Special Meeting was called for. I believe (but not sure) a Special Meeting is conducted by those calling for the Special Meeting, not by the existing BOD.

If Special Meetings are not covered in your Bylaws then refer to:

SC Title 33 - Corporation, Partnerships and Associations
Chapter 31 - SC Nonprofit Corporation Act
Section 33-31-702 Special Meetings

One word of advice. SC is big on letting corporations operate pretty much as the corporation wishes to operate. SC Corporation Law is full of expressions like "unless your Articles of Incorporation and/or Bylaws say other".

One example is SC Articles of Incorporation says proxies are allowed unless your Corporation Bylaws say otherwise. My HOA Bylaws say proxies are not allowed. In this case, our HOA Bylaws win out.

Hope this helps.

As others suggest, JohnH, read your bylaws paying special attention to the difference between special meetings of the members and special meetings of the board.

If not defined in your bylaws, look to the corporations codes (assuming you're incorporated) that JohnC suggests

Still, in both cases, only one topic (usually) may be discussed.

But I'm very curious, JohnH, why haven't you & others tank your complaints about the president to the entire board??? They can vote to remove him from the office of president (but not from the Board)?

Will you tell us what the president's "undignified behavior" is?