Special meeting

The members of our association have called for a special meeting to discuss the boards decision to raise monthly fees $50.00. The board has specified that this money will be used to our capital reserve account, specifically to cover the cost of new roofs, gutters and downspouts, which will be needed in 3-5 years. Our current reserve account stands at $280,000.00 and we will need approx. %670,000.00 to complete the project. There is nothing in our by-laws that limit the amount of increases. It states that the board shall determine what sums, in any, will be required for improvements, capital expenditures, reserves or replacement funds, or other operations.
I have now received a request for the organizer of the meeting for a for a proxy vote as they plan to put forth a motion at the meeting (they didn't say what the motion is for).
My question is, can the put forth a motion and would it be binding for anything since the board has already approved the increase.

I wonder, though, if WI codes come into play re: the amount any HOA can raise dues in a year without an owner vote. Though your bylaws don't lin fit o how much des may be raised, your state might.

I also wonder if the members can vote to overturn a board decision. In CA, Owners can vote to overturn a new or amended rule. But can Owners in WI vote to overturn a simple dues increase?

What is your role, Ann?

I am the Secretary for the Association. the Special meeting is this week. The petition states the purpose of the meeting is to discuss the $50.00 increase.
I have researched Wi Condo law. There is no limit on increases and the Board has approved it.
There is nothing in the bylaws that allows for a vote to overturn.
They are now requesting a proxy form as they want to introduce a motion. They do not state what the motion is.
I thought a proxy give them the right to vote. What can they vote on. The increase has already been aoproved.

-- I agree with what everyone above posted except for one item: Reversing a board vote. It is highly unlikely the Members can do this. Do check your governing documents for what they say, and as Kerry, said also Wisconsin statutes.

-- If the organizers are determined to stop this increase, then nationwide every governing document I have seen or heard about states Members must call a Special Meeting to remove directors and install their own directors.

-- As some noted above, the meeting must be "properly legally noticed." This means the agenda has to be crystal clear and distributed the required number of days in advance of the meeting date.

-- If someone wants to make a significant motion at the Special Meeting, it would have to be on the legal notice of the Special Meeting. (Lesser motions related to the main topic and of no substantive consequence might be fine?) So far AnnS12 indicates the purpose of the meeting is for Members to discuss the assessment increase. This means directors cannot be removed at this meeting and there sure as heck cannot be a lawful motion to simply reverse the board's decision.

-- Someone needs to explain to members that they cannot lawfully bring surprises to the meeting other than maybe their own shrill (or preferably reasoned) voices opining on this or that. They may think it's cute to plan on a surprise motion but it's actually unlawful. Allowing surprise actions at the meeting defeats the purpose of "proper legal notice."

As far as the Proxy goes, I think they may have a vague but incorrect idea how a Special Meeting is conducted. This is why many result of Special Meetings are legally overturned. They seem to be saying give us a Proxy and we will decide how to use it and in some case they could do that but now we are back to a Special Meeting needing a defined agenda and what is to be voted on known before the meeting.

Not to play lawyer, but any 1st year law student could get the meeting results overturned based on what you have said.

AUG

My post was not saying overturn a BOD decision. It was saying there might be provisions for not accepting the new budget with the dues increase in it.

Special Meeting of the Members can be called for a NUMBER of different reasons, NOT just for recalling a Board of Board member.

Aug

I think we might be discussing two different things here.

1 The member reversing a BOD Decision. I agree they typically cannot.

2 The member accepting the newly proposed budget. I say in many cases they can reject the newly submitted budget. I think a good lawyer could make the case for this even if not spelled out

To me, big differences.

Our members ability to reject the newly proposed budget is clearly defined in our Covenants.

Instead of looking up statues I would look at the governing docs for Wisconsin HOA's to see what can be done. I would look them but i am with my daughter who just hit a kidney transplant. I would be rather pissed if I didn't have the ability to try and overturn a possible improper increase.

on what grounds could they overturn the boards decision? Our by-laws state "the Board shall determine what sums, if any will be required for improvements, capital expenditures, reserves or replacement funds, or other operations not included in the above which shall be included in the budget.

The Board approved the increase. Just because they don't like it what is their legal recourse to object.

Wouldn't they have to specify that as the purpose of the meeting if that is their intent.

We have been inexistence since 2000. In 2002 the state sent out a questionnaire to all Condo Associations asking if we had a Capital Reserve fund. They outlined the program and wanted to know if the majority of owners wanted to opt in or opt out of a Statutory Reserve Fund program. They supplied a form to be copied and sent to all owners basically asking the question whether they wanted to opt in or opt out of the program. The majority of the forms returned with the box to opt out checked off. Thus, we informed the state that we would opt out of the program. acccording to state law we are not required to fund to any certain level.
The past boards have only raised dues a total of $50.00 since inception. I think no one ever thought far enough ahead to realize at some point we would have to start replacing roofs,etc. We can obtain loans but the must be repaid in 3 years so we would have to special assess to make up for the shortfall. By raising the dues now we are hoping to avoid any special assessment. If they can't afford $50.00/mo how can the pay a %6500.00 assessment?

Kerry,

You might review special meetings in CA. The 4 days is for board meetings, not special member meetings, which have there own timeline. The petition should spell out the reason and remedy for the meeting.

Our dues have been $200.00 for the past 3 years. $20% increase. We have stated that the entire $50.00 will go to the reserve account and have even opened a special account as reservce account: Roofs, gutters, downspouts

Yikes, Ann. Even if WI doesn't require a reserve study, it is important to have one done especially since it sounds like you have a fair number of reserve components in your HOA.

Right, Mark, much longer notice for Members mtg. in CA--but what about Ann's state? And, Sue, too, is 2/3rds required for all of those things in WI? Or in Ann's governing documents?

I would be more interested in her HOA Docs than the State of WI Docs. The right of our members to turn down any proposed budget is in our Covenants. Not sure what the State of SC says. That said, typically the State of SC says "stuff" but then they conclude by saying unless your Corporate Documentation/Bylaws say otherwise thus deferring to the Corporation (HOA).

If the bylaws say that the corporation runs meetings using Roberts Rules of Order, then 2/3 of the membership can overturn most motions the board has passed.

Yes more or less. A developer building a condominium will base the coming Bylaws in part on what the state's nonprofit corporation statutes, the state's condominium statutes, federal statutes and possibly a touch of case law say.



Yes more or less. A state's nonprofit corporation statutes, condominium statutes, federal statutes a condo's Bylaws and possibly a touch of case law say how a Special Meeting can be called and often state other requirements for a Special Meeting.



Ann said her Bylaws give the Board, not the members, the power to set the budget. The correct approach to get rid of the assessment increase is to install a new board using the procedure given in the condo's Bylaws and any pertinent state law.

You and I disagree.



Nonsense. Members either can recall a Board and put in directors who will be more to their liking, or Members can wait until the next election and do the same.



What I wrote speaks for itself. As to what law exactly, see above.



I do not know what you mean by "a set of Bylaws for one Wisconsin HOA." Ann's condo's Bylaws, and no other condo's Bylaws, come into play along with state and federal law.

I see nothing requiring a 4/5ths vote to "pass" a proposal. Also only properly "legally noticed" membership proposals consistent with the condo's governing documents (Declaration, Bylaws and Articles of Incorporation et cetera), and state and federal law are lawful.

So far as I know, only CT requires using Robert's for board meetings. And even so, it cannot take precedence over the HOA's own documents or state statutes.

Restorative Motions:

To recind a motion (to change a decision) with an “I move to recind the motion ....”, the vote required is 2/3.

The collective Membership,at a duly called, noticed meeting, can always outpower the Board. If the bylaws dont spell it out, go to statutes or Roberts Rules.

I

I gather you are reading something like http://www.roberts-rules.com/parl20.htm

What you are missing is that "members" in Roberts Rules refers to the members of the governing body empowered to make motions. In the case of Board meetings, the "members of the governing body" are the directors. Only directors can reverse their own, passed motions.

As others noted, the Bylaws of any given HOA may or may not recognize Robert's Rules as the authority for how meetings are run.



Do you even have a citation for your claim?

If you read sites like https://www.echo-ca.org/article/who-should-make-decisions-hoas-board-or-members. it is clear that boards have certain powers, and the condo's or HOA's membership has certain powers. Furthermore, Bylaws are typically exact in saying exactly what a Board can do and what the membership can do.

Below is the exact wording for a HOA in Wisconsin under the Section: Special Meetings

SECTION 4. SPECIAL MEETINGS. It shall be the duty of the President to call a special meeting of the owners as directed by resolution of the Board of Directors or upon a petition signed by fifteen percent (15%) of the owners and having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths (4/5 or 80%) of the owners present, either in person or by proxy.

Clearly it states that on a petition notice of time and place and the purpose must be present.

In these set of Bylaws there is no place that says you CAN'T override a board decision on an assessment increase. You can amend governing documents through the same process as long as proper procedures are voted.

Members can overturn a Board decision that was approved through a motion. If the board appointed someone to fill a vacancy through a motion, the members through a recall could rescind that decision.

Another thing:

The Board has a fiduciary duty to act in the best interest of the association it governs. Members have no such duty - they are free to act in their own self interest, no matter how short-sighted or detrimental to the association that may be.

Allowing members to overturn board decisions undermines the whole idea of governance.

So, if certain states or governing doc allow increases of assessments up to and including 20% and special assessment up to and including 5%, then members shouldn't have the ability to challenge that decision.

I put that BS response in there with Augie's answer of more or less. Many associations have the ability to overturn a budget and/or at the very least have the ability to vote to approve or vote to disapprove.

Why do you keep ignoring the fact that members have the ability to remove/recall/replace boards and directors at Special Meetings and at the regular elections?

I can appreciate that you would use one Wisconsin HOA's Bylaws for Special Meetings and tell AnnS12 that these apply to her HOA. I would never do this.