Rules for Special Meeting called by homeowners

Our HOA in Washington has a small group of homeowners, (organized by one disgruntled homeowner who wasn't allowed to cut trees in the common area) who have badgered the board (actually 2 boards) for over two years. They have put up their own website where they have slandered board members and selected homeowners. They never bothered to check with the individuals before posting and when confronted, they write a small apology at the bottom of the page but leave the information online.

Recently they called for a special meeting to (1) make changes in how the board can amend the bylaws and (2) develop a committee to oversee the board. They got the requisite number of signatures to hold the meeting. The group chose the date for the Special Meeting.

1. The group sent out a meeting notice and proxies with the name of their group on them to the whole neighborhood. The Board also sent out a notice and proxies with the HOA lnformation. There was considerable confusion with two proxies floating around. My understanding is the group notifies the board that they have the signatures to hold the Special Meeting and only the board should send meeting information to the HOA. Is that correct? Is there a RCW for HOA or non profit corporations that covers this?

2. At the Special Meeting, the board allowed the group to run the meeting. They had a special facilitator who was 45 minutes late and several people left before we started. We never got to vote on the two issues presented for the Special Meeting. Instead they ended up "voting" to have an ad hoc committee with members from each side of the issues (their issues). This was decided with a show of hands. No votes were counted and no proxies were used. Those who didn't make it to this Special Meeting did not get their ballots counted. Is there a rule or RCW that specifies who should run a special meeting?

According to RCW's, the only voting at a Special Meeting is the issues presented in the notice. It appears that the board decided to approve the ad hoc committee at a subsequent board meeting. Since we didn't vote on the Special Meeting issues, doesn't that mean that nothing that transpired from that meeting, including the ad hoc committee, should be recognized?

I am not on the board but I am a long time neighborhood volunteer and have suffered personal attacks by this group. The board has been forced to consult an attorney to respond to the groups constant demands resulting in additional costs to the whole neighborhood. We would all like this bullying to stop but they just keep coming back with more demands. Any suggestions?

Per 64.38.035(1) "Special meetings of the association may be called by the president, a majority of the board of directors, or by owners having ten percent of the votes in the association."

(2) "Not less than fourteen nor more than sixty days in advance of any meeting of the association, the secretary or other officers specified in the bylaws shall provide written notice to each owner of record"

So, if the group had enough signatures, the association had the responsibility to notify the owners of the meeting. There doesn't seem to be anything in the RCW that prevents the group from also notifying the members, although I do agree that it would create confusion.

Re the questions put to the membership, the first one doesn't seem to be a problem if the requirements in your organizing docs are followed. But forming a committee to oversee the board would IMO violate 64.38.010 which states that "'Board of directors' or 'board' means the body, regardless of name, with primary authority to manage the affairs of the association." If the group could oversee the board, then they would have "primary authority" and by definition, they would be the board. An un-elected board supervising an elected board makes no sense at all.

If the questions up for vote weren't voted on, then no harm, no foul - except that people might be annoyed that their time was wasted.

I see nothing wrong with the board allowing the group to run the meeting. Who runs the meeting is the board's call.

The show of hands couldn't have been a vote, because as you say, only the questions in the notice could be voted on. But there's nothing wrong with asking for a show of hands to assess the level of interest. No vote. No count required.

I assume that the board had the authority to form an ad hoc committee at a later meeting regardless of what happened at the Special Meeting. So no problem there, except that under RCW 64.38.035(4), that later meeting had to be open to the membership.

The only question I have is if the membership of the ad hoc committee was restricted. If for example 4 people from each side were chosen at the Special Meeting to form an 8 person committee, then I think there could be an objection to the manner in which the committee was formed. But that's really conjecture on my part without knowing more details.

I do think that you are entitled to minutes from both meetings - which is a requirement under RCW 64.38.035(4).

And the right to call Special Meeting as noted above.

Actually this is the language that should be used. Please note, it says unless the governing docs have a different quorum requirement.

RCW 64.38.040
Quorum for meeting.
Unless the governing documents specify a different percentage, a quorum is present throughout any meeting of the association if the owners to which thirty-four percent of the votes of the association are allocated are present in person or by proxy at the beginning of the meeting.

Despite some comments above, its the jurisdiction's specific law & compliant site-specific bylaws /covenants, that determine some real biggy issues about so-called requistion meetings or dissenter meetings.

If those allow a group of requisitioners/dissenters/whatevers to call their own Owners Meeting in lawful/unlawful default by a Board receiving a compliant meeting trigger, then expect that the dissenters will control their own (default) meeting, will select Chair etc.

But otherwise will have to comply with conventional Meeting requirements like eligibility, scrutiny, quorum, decision-making, retention of ballots etc etc.

Its not uncommon in my jurisdiction that condo Requisitioners - where able to hurdle the obstacles and call/convene their own Owners Meeting - have to expect to fight a bitter battle upfront against voodoo hijacking by the existing Board that had rejected the call for such meeting. Thus Requisitioners may need to show up with counsel, supportive voters & skillsets. And still may have to litigate . . .

Catherine

What do you want to happen?

Very interesting comments about Cal.

The toxic bitterness here - and even violence - can be extreme where the Requisitioners/petitioners /dissenters/'whatevers', are forced to convene and conduct their own Meeting after condo Board refusals or total Black Holes ( no response ).

My jurisdiction has just revised - but not yet implemented - condo law changes that seem to now totally prohibit such grass roots Meetings in defiance of the condo Board, unless the Requisitioners/whatevers either :

1- revise their request OR

2- apply for oversight by a new magic condo tribunal or of a court (pending its creation).

Whether or not this wrongly exacerbates an already skewed power imbalance, the intent seems to be to avoid these incendiary confrontations, possibly at the expense of owners' rights.