Special Meeting request

Started by WilliamW15 • 19 replies • 526 views

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WilliamW15 (South Carolina)
Posts: 14

Posted:

Our HOA members have complied with SC HOA law in addition to our own Master Deed/ bylaws in requesting a Special Meeting for removal and replacement of two directors. These Directors have refused to call a Special meeting. What recourse do we as members? Does our management company have a legal obligation to members to facilitate this meeting since Directors are refusing?

DeanJ
Posts: 1,786

Posted:

Your management company does not have the authority or obligation to call the meeting. The members may need to hire an attorney and get a court to order the meeting,

KerryL1 (California)
Posts: 14,550

Posted:

Your Bylaws or SC Corporation Codes probably will show you that Owners themselves can "call" a special meeting of the members. I think we've learned I that in SC there are different states statutes for condominiums v. detached homes, so tell us which your HOA is.

Whatever the procedure is, you must follow it exactly. If these two are up for reelection in the the not-too-distant future you might consider waiting for the next election?

WilliamW15 (South Carolina)
Posts: 14

Posted:

Condos/ Townhomes

JohnC46 (South Carolina)
Posts: 14,265

Posted:

William

Recalls can get nasty and expensive if those be recalled decide to legally fight it. I have two suggestions. If you are determined to go this route, hire an attorney to advise you from the get go. My best suggestion is forget a recall and work toward getting like minded thinkers elected to the BOD.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By WilliamW15 on 12/29/2023 8:35 AM
Our HOA members have complied with SC HOA law in addition to our own Master Deed/ bylaws in requesting a Special Meeting for removal and replacement of two directors. These Directors have refused to call a Special meeting. What recourse do we as members?

The South Carolina Nonprofit Corporation statute says the owners next step is to go to court and get an order for the COA to conduct the special meeting. But first, I would send the Board a letter, certified mail return receipt requested, stating that the owners plan to go to court pursuant to SC statute section SECTION 33-31-703, unless the board provides notice for the special meeting by such-and-such date.

Keep in mind that if the request for the Special Meeting is flawed in any way, then the Board might be in its legal rights to ignore the meeting. This is why it is advisable to hire an attorney to get a recall done. If you do not want to lawyer up, then run a massive campaign for the next annual election, to replace the directors you do not like. It may take a few election cycles.

Your study of what you need to do should start with a keyword search of the following, using the key words "remov" and "special meeting":

https://www.scstatehouse.gov/code/t33c031.php

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By ElleN on 12/29/2023 11:30 AM

Keep in mind that if the request for the Special Meeting is flawed in any way, then the Board might be in its legal rights to ignore the meeting.

Post-o. The board can ignore the //request// if the request is flawed et cetera.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

William

Please show me the SC HOA Laws you refer to especially about Special Meetings. Thanks.

WendyM5 (North Carolina)
Posts: 1,522

Posted:

post your bylaws, who runs the special meeting? if the membership can run it, call the meeting and get quorum will be the hard part. most places require 50%+ to recall a board member.
in NC a meeting can be held online and you can give people time to vote like 20 days to vote a new board member in.

vis ta vie

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By WendyM5 on 12/29/2023 3:52 PM
post your bylaws,

but sanitize them - no mentioning of HOA, developer, etc.

WilliamW15 (South Carolina)
Posts: 14

Posted:

Thank you all for great advice! Directors caved and called Special Meeting. Will come back at a later date and let you know if we succeeded in ousting two Directors.

KerryL1 (California)
Posts: 14,550

Posted:

Yes, please DO let us know no matter the outcome. here often are questions about recalls on this forum, but I can't recall that we've heard a successful outcome. (I may be wrong)

What you learn form your. experience can be of great help to others who visit this site. Thank you. Thank you.

KerryL1 (California)
Posts: 14,550

Posted:

WendyM5 (North Carolina)
Posts: 1,522

Posted:

you better be prepared to know roberts rules of orders
make a motion that the chairman be changed to a non board members so you control the discussion and timing of any votes or motions.
for all you know they can call the meeting say quorum is not met and then let people bitch for an hour and then close the meeting with nothing done.

if you dont' meet quorum be preaped to make a motion that a new online voting meeting be called giving members 2 months to vote so you have time to get the votes to outs the board.
online voting may or may not be legal in your state. do not make the mistake of combining oneline and in person voting that is a bag of worms that you do not want to open. either one or the other.

vis ta vie

WilliamW15 (South Carolina)
Posts: 14

Posted:

We did it! We actually removed the two directors as planned. It was an arduous, stressful process but we succeeded. The two directors (dictators) made sure to call for our Special Meeting at the end of the 45 day period to hold the meeting. Our Property Management Company went to the assigned meeting site only to be told that the two directors did not pay for the venue therefore we could not have our meeting. The VP of our property management company tried to pay out of pocket but the venue manager declined saying it was because of the disruptive behavior previously encountered from the two directors. In a panic, knowing this was the last day to hold the vote for removal and replacement, the VP called the management company attorney to see if we could hold it at the property management office which is small. He advised that it was legal to do so. The owners regrouped, sent out an email blast to all owners explaining that the meeting venue had changed and to assemble at the property management office. The two directors did this purposely to stop the election! We had a vote first to remove. We succeeded in the vote 31 - 2. Next our replacements were also voted in by the same vote. Guess where the two nay votes came from? The only disappointment from our endeavor was that seventeen people did not even vote! We needed 26 votes or majority to win. We now have a good team of three directors who are dedicated to getting our budget in order, charter committees, communicate and be transparent. Our HOA was held hostage by two directors. Like a phoenix, we intend to rise from the ashes and make sure our community is one to be proud of. I could write for another hour telling you about the devious ways these two “volunteer “ directors tried to undermine our special meeting request. I want to move past all the negativity and move forward with a positive frame of mind. I will leave you as I began, We Did It💪

KerryL1 (California)
Posts: 14,550

Posted:

Major congratulations to you and your group. To my mind, it's really important to show readers here that unified, joint action by owners CAN throw out a bad Board.

Oh, and what tricks they tried to play on y'all. Don't know about others, but I'd be excited to hear more. Understand, tho, how you're ready to move on to truly protect, maintain and enhance your community.

May I ask? Who presided at this meeting? (I liked Wendy's advice on this point).

I do think this is the first recall we've seen here in the many years I've been posting. When you have time, tips for readers might a cool.

Tiny bit of advice: wait a bit to form committees to assess what your community's needs are.

KerryL1 (California)
Posts: 14,550

Posted:

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By WilliamW15 on 02/17/2024 4:18 PM
We did it! We actually removed the two directors as planned. It was an arduous, stressful process but we succeeded. The two directors (dictators) made sure to call for our Special Meeting at the end of the 45 day period to hold the meeting. Our Property Management Company went to the assigned meeting site only to be told that the two directors did not pay for the venue therefore we could not have our meeting. The VP of our property management company tried to pay out of pocket but the venue manager declined saying it was because of the disruptive behavior previously encountered from the two directors. In a panic, knowing this was the last day to hold the vote for removal and replacement, the VP called the management company attorney to see if we could hold it at the property management office which is small. He advised that it was legal to do so. The owners regrouped, sent out an email blast to all owners explaining that the meeting venue had changed and to assemble at the property management office. The two directors did this purposely to stop the election! We had a vote first to remove. We succeeded in the vote 31 - 2. Next our replacements were also voted in by the same vote. Guess where the two nay votes came from? The only disappointment from our endeavor was that seventeen people did not even vote! We needed 26 votes or majority to win. We now have a good team of three directors who are dedicated to getting our budget in order, charter committees, communicate and be transparent. Our HOA was held hostage by two directors. Like a phoenix, we intend to rise from the ashes and make sure our community is one to be proud of. I could write for another hour telling you about the devious ways these two “volunteer “ directors tried to undermine our special meeting request. I want to move past all the negativity and move forward with a positive frame of mind. I will leave you as I began, We Did It💪

Well done.

WilliamW15 (South Carolina)
Posts: 14

Posted:

Our regional VP of our property management company presided. A quorum was present and remaining Director acted as the Board proxy. Our ballot and proxy sheet were kind of vague due to the two directors we were removing. We were able to mobilize an informational email so that all owners knew how to fill out their ballots and proxy’s properly. Our whole community feels a sense of relief! The main question we always got from homeowners, “ Why are these two volunteer directors fighting so hard to keep their positions when the majority of owners want them gone”? We are still trying to figure it out and will probably never find the answer. The main lesson for all HOA boards, be honest, be transparent and communicate with the members.

WilliamW15 (South Carolina)
Posts: 14

Posted:

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