Special meeting of members

The “or” in (3)means your bylaws prevail and you need 1/4 the HOA members to call the meeting. What they can do at the meeting is provided in in your documents.

If there is a conflict between governing documents and applicable statutes, the statutes must be followed UNLESS control is given to the governing documents.

Specific to your question, TX corporate statutes defer control of quorum to the bylaws [emphasis added]:

Sec. 22.159. QUORUM OF MEMBERS. (a) Unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to be cast, in person or by proxy, constitute a quorum.

(b) The vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present is the act of the members meeting, unless the vote of a greater number is required by law or the certificate of formation or bylaws.

(c) Unless otherwise provided by the certificate of formation or bylaws, a church incorporated before May 12, 1959, is considered to have provided in the certificate of formation or bylaws that members present at a meeting for which notice has been given constitute a quorum.

What do you mean when you say " . . . what is the impact of their actions/votes."?

The Special Meeting is called for a single purpose which requires the approval of a stated percentage of the owners. For example:

If you are in a situation in which one or more members of the Board of Directors is to be recalled and others are to be seated, then the impact is a straight up or down vote result: he/she/they are recalled or they are not.

If the situation is approval of a Special Assessment or a proposed periodic Assessment increase greater than is allowed in the Declaration, again the impact is either the Special Assessment is approved, or the Assessment Increase is approved, or it is not.

Be very careful with respect to the percentage of approval required. Some documents state a percentage of the owners must approve, other documents state a percentage of the owners present in person or by proxy at a Special Meeting called for the purpose of doing whatever it is you wish to do. The hard numbers required may vary significantly depending on the language in the documents.

Please clarify for me. You wrote: "Our bylaws: State 1/4 of votes entitled." Does that refer to the number needed to "call" the special meeting? Or the number required for a "quorum" AT the meeting? Thanks.

The OP uses the. word "quorum" in his OP, JohnC, so that's why I asked my question.

You have two conversations – one on special homeowner meetings and the other on HOA vote recounting. It may be a little easier (for me, anyway) to start at the beginning. I prefer to start with the association documents because your state law may have been written to only apply to associations established after a certain date or state the association documents take precedence if they’re tougher than what’s in the state statute. Sometimes reading them both gets everyone confused.

Anyway, what was the special meeting for – a board recall or something else? What do your documents say about the number of votes per home and how many homes are in your community? Simply saying your bylaws say ¼ of votes entitled isn’t enough – what came before and after that?

For example, your documents might say a special meeting can be called by the president, the board or ¼ of the homeowners. If it’s one vote per unit and you have, say, 150 homes in your community, ¼ is 25%, meaning 25% of 150, or 38 homeowners (I rounded up the number) would have to sign a petition to call the special meeting.

If your documents don’t say anything at all, you might be ok with going with the 1/10 listed in the statute or 15 homeowners. Note if you have two or more owners of one unit, that doesn’t mean everyone gets to vote – they have to decide among themselves what their one vote will be and who will cast it. Since your documents do mention ¼ of votes, that’s what I would go with.

As far as the entitled part is concerned, that may refer to whatever your documents require for homeowners to participate in the vote, e.g. they are current in all assessments, are listed as the owner on the deed, and perhaps don’t have any pending legal action against the association (which may range from a appealing a CCR violation to an alternative dispute resolution hearing and back to a formal lawsuit).

Now, let me run over to your other conversation to give you my take on that question…..

In order to conduct business at a meeting, a quorum (minimum number of voting entities) is required.

See: What Is An HOA Quorum? Is It Good Or Bad? from a TN law firm

2022 South Carolina Code of Laws Title 33 - Corporations, Partnerships and Associations Chapter 31 - South Carolina Nonprofit Corporation Act Section 33-31-722. Quorum requirements.

Understanding HOA Quorum from a management group

I read the link to say 10% for "any member meeting" unless other wise called for in the Bylaws. That does answer my question. There has to be a Quorum at a Special Meeting. Our Bylaws say 20% for a Quorum.

I'm assuming that the number of homeowners needed to call for a special meeting (ie, how many must sign the petition that's delivered to the board) is not the same as the number of owners who must be present at the actual meeting either in person or by proxy (ie, the quorum).

Correct? Not correct?

For example, our bylaws require the petition to be signed by 10% of the voting interest, but the quorum for the annual or special meeting is 20%.

If your bylaws say 25% is member quorum, then it seems once the 10% of the members call the meeting, 25% of the members must be present at the meeting to conduct business.