Who runs Special Meeting?

Started by AdamD • 9 replies • 1167 views

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AdamD (Indiana)
Posts: 42

Posted:

We have: property management company and HOA Board attorney.
We don't have: a Board of Directors

Homeowners have petitioned for a Special Meeting to elect a group of volunteer homeowners to compose the Board of Directors.

At this point, since we have no Board, who should run this Special Meeting? PM/attorney/or group of volunteers?

None of us volunteers has ever been in a HOA position before, so any advice for the Special Meeting?

Thanks!

AugustinD
Posts: 5,144

Posted:

These situations that are not treated by the Bylaws or Declaration are not uncommon. When they arise, and if push comes to shove with a legal challenge, the courts want to see a HOA be, "fair and reasonable." Your HOA is flying somewhat blind, but I think you should know that it's pretty common for a whole board to suddenly resign, and others have to figure out how to get some kind of legitimate board functioning again. Such mass resignations are typically in disgust over something. AFAIC, it is a violation of fiduciary duty for an entire board to resign all at once. One director should stay to either re-build the board by appointment or, if she or he has also had it, coordinate a Special Meeting. Also a check signer is needed until a new board can be established.

I think "fair and reasonable" can be achieved in a few ways. My preference as a HOA member would be for up to three leaders of the petition movement to co-preside. Maybe one do the first 15 mins, then turn over to the next, and so on. Or assign different parts of the meeting to each leader. Meet with the HOA attorney for advice on how the meeting is to proceed. Take Minutes. Review what the Bylaws and Declaration say about conducting a Special Meeting or any meeting and an election. Follow these to the letter. Your HOA is flying somewhat blind

As a HOA member, I would not want the manager or the attorney to preside. The appearance this gives is not so great. If the lead petitioners want the HOA attorney present, then I would support this. More importantly, many CPAs hire themselves out as referees for HOA elections. This might be a good idea as well.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

I say those calling for a Special Meeting should name a Meting Chairperson and that person run the meeting.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By JohnC46 on 06/14/2017 9:07 AM
I say those calling for a Special Meeting should name a Meting Chairperson and that person run the meeting.

Sound advice ... I would agree one person is best choice to simply chair the meeting.

GenoS (Florida)
Posts: 4,276

Posted:

JohnC46 is right. The owners assembled should select someone to chair the meeting.

If the owners want the attorney to do it, that's fine. If the owners want one of their own to run it, that's also fine, but keep in mind that if that owner is going to rely on the attorney for direction from start to finish it's going to slow the meeting down.

AdamD (Indiana)
Posts: 42

Posted:

Thanks to everyone for offering sound advice. I appreciate the feedback. Here's to a successful Special Meeting!

All the best,

--Adam

SheliaH (Indiana)
Posts: 6,964

Posted:

You don't say where you are in Indiana, but if you're in the Central Indiana area, there is a chapter of the Community Association Institute that holds seminars from time to time for board members and HOA volunteers. When I was on my HOA board I represented our community and attended a few - got some good information and you can meet other members with whom you can exchange ideas.

I know some people don't like CAI's stance on some HOA issues (depending on what's going on in specific states), but I found it very helpful for new and experienced board members who want to do things the right way.If you go to the national CAI website, there should be some information on how you can join or you can still attend the seminars for a fee (between $10 - $20 and refreshments are usually served).

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

AdamD (Indiana)
Posts: 42

Posted:

Thanks SheliaH! I am in Bloomington and have heard of CAI. I am trying to get together one or two other individuals to attend their upcoming meeting. Thanks for passing on this information!

--Adam

EmilyR1 (Massachusetts)
Posts: 2

Posted:

Thanks for this info.

KerryL1 (California)
Posts: 14,550

Posted:

If volunteers to serve on the Board are as inexperienced as you say, Adam, I would not suggest one chair the meeting. I do think one should sit at the table along with the Mgmt. Co. rep and the HOA attorney. The latter two are needed to make sure everything is legal, the agenda's in the correct order, etc.

Good idea to touch base with CAI. I read their Toolkit for new directors, or some such when I was new and it helped a lot! It might have been free from their website.

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