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Special Meeting request

Started by WilliamW15 • 10 replies • 184 views

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WilliamW15 (South Carolina)
Posts: 14
Posted:
According to our bylaws, we are allowed to remove Directors “ with or without cause” by a majority vote of the membership. We have gathered the needed signatures and notices have been sent to the Directors requesting a Special Meeting. We have been told by our management company that the Directors have 30 days to respond to our request. My question, what happens if the Directors do not call the Special Meeting and if not, what is our recourse?
TimB4 (Tennessee)
Posts: 21,059
Posted:
With the expectation that:

1) The petition specified a desire to call a special meeting of the membership for the purpose of recalling ....
vs. specifying that we the undersigned desire to recall xyz (as this petition could be found invalid).

2) The board determines that the correct number of lots/units are represented in the petition

3) The board determines that the signatures are valid

Then the board should arrange for a special meeting.
If this does not occur, then the committee for the recall (those who organized the petition) would:

1) arrange a meeting place and time
2) inform the membership via mail of the meeting making sure notice requirements are met
3) If a quorum is present, hold the meeting and take a vote
4) present the results to the board via the registered agent and via traceable means (certified mail)

If the board does not acknowledge said results - legal action would be required.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
William

Tim did a great job in outlining the procedure. That said it can be a legal minefield when those being recalled decide to fight (legally) it. Best time and effort should be placed on electing like thinking owners to the BOD.
WilliamW15 (South Carolina)
Posts: 14
Posted:
Thank you both for your helpful analysis.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By WilliamW15 on 12/15/2023 2:05 PM
According to our bylaws, we are allowed to remove Directors “ with or without cause” by a majority vote of the membership. We have gathered the needed signatures and notices have been sent to the Directors requesting a Special Meeting. We have been told by our management company that the Directors have 30 days to respond to our request.
Is this HOA incorporated? If so, then the MC does not have things right. For one thing,the SC nonprofit corp statute says that the corporation must send notice of the special meeting within 30 days of receiving the demand for a special meeting. Sending notice of the special meeting (which will give the time, date and agenda) is not the same as the board just "responding."

See https://www.scstatehouse.gov/code/t33c031.php, special meetings section.

Is this a condo or non-condo?
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By WilliamW15 on 12/15/2023 2:05 PM
My question, what happens if the Directors do not call the Special Meeting and if not, what is our recourse?
Recourse is as given at https://www.scstatehouse.gov/code/t33c031.php, section 33-31-702 (c).

It is best to use an attorney for a recall of directors. Why? Because if owners fail to dot an i or cross a t, the board has the right to ignore the recall et cetera.
ElleN (Idaho)
Posts: 4,420
Posted:
What TimB4 described appears to be what is in the statute section.
WilliamW15 (South Carolina)
Posts: 14
Posted:
Townhomes
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By WilliamW15 on 12/15/2023 3:12 PM
Townhomes
Do you know which of the following applies

South Carolina Homeowners Association Act, S.C. Code Ann. § 27-30-110, et. seq

South Carolina Horizontal Property Act, S.C. Code Ann. §§ 27-31-10, et. seq,

The association's declaration, on the first page or so, might say.

I do not think this will make a difference. But if there are more questions...
KerryL1 (California)
Posts: 14,550
Posted:
Unless the next annual election is a really long ways off, I'd wait for it and campaign like crazy to get your e people elected.

If you do continue on the recall route, what is quorum at the s pencils meeting of the members per your Bylaws?
WilliamW15 (South Carolina)
Posts: 14
Posted:
Bylaws say 51% of the total votes of the association shall constitute a quorum. In our case, we have 51 votes ( we are small) so 26 votes are needed. We know that we will have more than enough votes to remove and replace. As petitioners, we have a feeling that the Directors will not call for the Special Meeting hence my original question. Basically have three Directors, two freeze the one Director out of most decisions. No open meetings and no minutes are posted.

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