Special Meeting Requirements - Bylaw or Statue

If you are an HOA, I think the applicable statute is at https://www.revisor.mn.gov/statutes/cite/515B.3-109. See below.

Sections (a) and (b) both start with "Unless the bylaws provide otherwise, ..."

Your bylaws do say something different. So you should go with what's in your bylaws instead of what's in the statute.

515B.3-109 QUORUMS.
(a) Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the association if unit owners entitled to cast in excess of 20 percent of the votes in the association are present in person or by proxy at the beginning of the meeting. If a master developer or declarant or their affiliates are members of a master association or an association, as applicable, they shall be deemed to be present for purposes of establishing a quorum at a meeting called pursuant to section 515B.2-121(c)(2) or 515B.3-103(d), as applicable, regardless of their failure to attend the meeting.

(b) Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the board if persons entitled to cast in excess of 50 percent of the votes on that board are present in person at the beginning of the meeting.

I added the wrong link.

https://www.revisor.mn.gov/statutes/cite/317A.433

Our bylaws says 10 owners. Which is it? 10% of voters with rights like statute or 10 owners?

Here is the bylaws.

https://www.woodlandvillageofblaine.com/file/document-page/2147215038/BCmwrUwsLPiBPZu5.pdf

I am looking at page 27. Bylaw 10. It talks about 317A.435. That is what had me looking at 317A.

I guess I am more concerned about our bylaws. It references 317A everywhere.

Reading the bylaws.

It looks like our Master is a 515b and sub association is a 317A. I am trying to figure it out for the sub.

An educated guess, if you are trying to call a meeting for the sub-association, use the requirements of 517b

I read this article.

http://archive.naplesnews.com/business/richard-white-do-state-statutes-override-condominium-bylaws-ep-389139471-330913081.html/

"Say the bylaws require that a meeting notice must be posted 24 hours in advance of the board meeting, the state statute will override the bylaws as the statutes says that notices must be posted 48 hours in advance of the meeting.

There is an exception to the order of powers in that if the lower law is more restrictive, then the lower power will prevail. Let us use the same example but say the bylaws require a 72-hour notice. In this situation, the 72-hour posting must be used as it contains the 48-hour notice found in the statutes."

I read that and think that in no way would the statue overrule a bylaw that is more inclusive of the members. The bylaw could state that 100% is required and the governing bodies could basically void action.

How many members need to sign.

I got a legal opinion on the bylaws vs statute. It would be bylaws.

"317A.433 SPECIAL MEETINGS OF MEMBERS WITH VOTING RIGHTS.
Subdivision 1.Who may call. A corporation with members with voting rights shall hold a special meeting of members:
(1) on call of its board or persons authorized to do so by the articles or bylaws; or

(2) if at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, sign, date, and deliver to the president or the treasurer one or more written demands for the meeting describing the purpose for which it is to be held.

Subd. 2.Notice. Within 30 days after receipt of a demand for a special meeting from members with voting rights, the board shall cause a special meeting to be called and held on notice no later than 90 days after receipt of the demand at the expense of the corporation. If the board fails to cause a special meeting to be called and held as required by this subdivision, a member with voting rights "making the demand may call the meeting by giving notice under section317A.435 at the expense of the corporation.

I am learning that quickly. Thank everyone for the help and replies. It was like going back to school for me.