Special meeting Interpretation

Started by KimberlyJ3 • 42 replies • 429 views

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KimberlyJ3 (Ohio)
Posts: 12

Posted:

Can someone please interpret these sections of my HOA bylaws for calling a Special meeting and Notice of meetings.

Special Meeting. Special meetings of the members of the Association may be held on any business day when called by the President of the Association or by the Board of Managers of the Association or by members entitled to exercise at least twenty-five percent (25%) of the voting power of the Association. Upon request in writing delivered either in person or by certified mail to the President or the Secretary of the Association by any persons entitled to call a meeting of members, such officer shall forthwith cause to be given to the members entitled thereto notice of a meeting to be. held on a date not less than seven (7) or more than sixty(60) days after the receipt of such request as such officer may fix. If such notice is not given within thirty (30) days after the delivery or mailing of such requests, the persons calling the meeting may fix the time of the meeting and give notice thereof. Each special meeting shall be called to convene at 8:00 o'clock P.M. and shall be held at the office of the Association or at such other place upon theCondominium Property as shall be specified in the notice of meeting.

Notice of meetings. Not less than seven (7) nor more than sixty fixed for a meeting of the members of the Association, written notice stating the time, place and purpose of such meeting shall be given by or at the direction of the Secretary of the Association or any other person or persons required or permitted by these By-Laws to give such notice. The notice shall be given by personal delivery or by mail to each member of
the Association who is an owner of a unit of record as of the day next preceding the day on which notice is given. If mailed, the notice shall be addressed to the members of the Association at their respective addresses as they appear on the records of the Association. Notice of the time, place end purposes of any meeting of members of the Association may be valved in writing, either before of after the holding of such meeting; by any members of the Association, which writing shall be filed with or entered upon the records of the meeting. The attendance of any member of the Association at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by bin of notice of such meeting.

CathyA3 (Ohio)
Posts: 6,299

Posted:

What is it you want to know about them?

(I don't like the fact that it says the Special Meeting must convene at 8:00 PM. It's restrictive without any obvious purpose and may make it impossible to hold such a meeting at all. But that's neither here nor there.)

SheliaH (Indiana)
Posts: 6,964

Posted:

Here’s one person’s interpretation:

First, special meetings can be called by one of the following: The board president, the entire board of directors (managers), or at least 25% of homeowners who’ve submitted a written request (petition) to the board president or secretary. For example, if you have 100 homes in your community, at least 25 homeowners have to sign a petition to call for a special meeting. These should be people who are listed as homeowners on the deed, and if your documents call for one vote per unit and there are co-owners of a unit, the co-owners will have to decide among themselves who will sign the petition.

Once the written request is received, the meeting should be scheduled between 7 and 60 days after the receipt of the meeting request and a notice sent to the homeowners. Special meetings begin at 8 pm and are held at the association office or somewhere else on the community property (e.g. clubhouse)

Meeting notices must be sent in writing listing the time, place, and purpose of the meeting (e.g. discuss the findings in the latest reserve study). The notice must be be delivered in person or by mail. If mailed the notice should be addressed to the homeowner at the address listed in the association records.

PS: if delivered in person, you can't stick the notice in the mailbox without proper postage because that's illegal - you'll have to put it somewhere on the door.

It would be easier if you asked specific questions about what’s bothering you. Are you saying you don’t understand ANY of this? Has there been an issue about homeowners being notified of any association meetings? Are you and some of your neighbors interested in calling for a special meeting but want to make sure you understand what’s required? Are you concerned that you’ll submit a petition and there’s no response from the board or you’re told to go play in traffic?

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

TimB4 (Tennessee)
Posts: 21,056

Posted:

Special Meetings of the general membership is any meeting other than the annual meeting.

The President may schedule a special meeting
The Board may schedule a special meeting
Members who represent 25% of the lots may call a special meeting (by delivering a petition to the board).

Once a special meeting is scheduled, the Secretary (i.e. Board) will inform the membership about it (i.e. give notice).
The meeting can not be more than sixty days nor less than 7 days from when the notice is sent.

If a special meeting is called (typically applies to the membership) and the board has not announced the meeting within 30 days of receiving the petition to call a meeting, the members can perform those tasks themselves.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Typically the purpose of the Special Meeting must be stated in the notice of such. It cannot be a general bytching session. It must have a purpose

KerryL1 (California)
Posts: 14,550

Posted:

I see it's in Kimberly's O.P., JohnC. I'm not sure but I think it's typically requirement in many states' non- profit corps code

KimberlyJ3 (Ohio)
Posts: 12

Posted:

Thank you. On Oct 8th The home owners (more than 25%) signed and hand delivered a petition to the Secretary Calling for the removal of the President and the Treasurer. On Oct 8th, She gave to the President the petition. The President sent out notices on Oct 15th calling for the "Special meeting" to be held at the neighborhood library on Nov 12th at 5:30 (only six people came). On Nov 8th, 31 days after the President received the petition, the persons calling the meeting (the home owners) sent out a notice to all the owners notifying them that according to the bylaws the "Special Meeting" is to be held at 8:00 pm on the condominium property, so as of the issuance of this notice, this was not done so the meeting will be held on Nov 15th at 8:00pm at unit 2F (the HOA doesn't have an office or clubhouse). Out of the 36 owners, 27.5 vote either voted in person or by proxy in favor of removal. The day after our vote (16th), we received an email forwarded from the president (the one voted out) a letter from the HOA attorney, basically saying that it was brought to her attention that the meeting held on Nov 15 at 8:00 pm is an invalid meeting because notice of the meeting should have been set up and sent out by the Board and therefore the meeting that occurred was invalid and all decisions and votes taken at such meeting will not be legally forcible. The owners are very upset, because we strongly feel we followed the bylaws to a tee. The HOA attorneys are supposed to represent the homeowners but they clearly represent the president and treasurer.

any advice?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kim

Assume the lawyer is correct and go about the recall properly. Might be wise to invest in a lawyer to represent those wanting the Special Meeting with the purpose of recalling the President

SheliaH (Indiana)
Posts: 6,964

Posted:

First a correction- the HOA attorney represents the association as a whole, not specific groups of homeowners or even an individual homeowner. When the association sues someone or gets sued, the attorney represents the association as it's a non-profit organizaion and is chartered as such. That's why you should heed John's advice and get your own attorney to guide you through the process. If you want recalls to stick, you have to ensure you understand what the documents say you can and can't do.

As for the Nov. 12 meeting, since that's tge date the board set (which they're allowed to do, provided they follow the documents), it would appear everyone was notified within the time parameters. Your group got the ball rolling, but you should have been pounding the pavement encouraging attendanceand educating them on the issues.

People can and do forget because life gets in the way, or they changed their ind about the recall. Have you spoken to a few folks who didn't show up and ask what happened? That information can help you develop a strategy for the next go round.

I just thought of something - read your documents again to see how board officials are appointed. In most communities, the homeowners elect the board and the board then appoints officials from among themselves. If that's the case in your community, you might want to petition the board to remove these people from their positions or the petition can be a type of no confidence vote against them and that might compel them to resign the position or even from the board itself if they're really rachet. In fact these folks may surprise you and step down because it's very difficult to serve as a board member, much less an officer when everyone despises you. How can you focus on association issues properly?

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

KimberlyJ3 (Ohio)
Posts: 12

Posted:

We hired a lawyer. He drafted the petition and the owners notice of the Nov 15th special meeting

KimberlyJ3 (Ohio)
Posts: 12

Posted:

owners had no obligation to attend the boards November 12 special meeting because it was not called according to the bylaws. The bylaw says the special meeting has to be held at 8 PM on the condominium property. They had 30 days to call the meeting correctly according to the bylaws. The board called the meeting at 5:30 PM at the neighborhood library so they have to follow the bylaws just like the owners have to follow the bylaws which they clearly did not. I’m assuming you didn’t read my initial post stating the actual bylaws for my HOA concerning “Special Meetings”. Out of the 36 units 27 people voted in favor of removal.

ElleN (Idaho)
Posts: 1,321

Posted:

Quote:

Posted By KimberlyJ3 on 11/18/2024 11:06 AM
On Nov 8th, 31 days after the President received the petition, the persons calling the meeting (the home owners) sent out a notice to all the owners notifying them that according to the bylaws the "Special Meeting" is to be held at 8:00 pm on the condominium property, so as of the issuance of this notice, this was not done so the meeting will be held on Nov 15th at 8:00pm at unit 2F (the HOA doesn't have an office or clubhouse). Out of the 36 owners, 27.5 vote either voted in person or by proxy in favor of removal. The day after our vote (16th), we received an email forwarded from the president (the one voted out) a letter from the HOA attorney, basically saying that it was brought to her attention that the meeting held on Nov 15 at 8:00 pm is an invalid meeting because notice of the meeting should have been set up and sent out by the Board and therefore the meeting that occurred was invalid and all decisions and votes taken at such meeting will not be legally forcible. The owners are very upset, because we strongly feel we followed the bylaws to a tee.

The bylaw says in part:

Upon request in writing delivered either in person or by certified mail to the President or the Secretary of the Association by any persons entitled to call a meeting of members, such officer shall forthwith cause to be given to the members entitled thereto notice of a meeting to be.

But no officer sent out the notice. You owners sent out a notice. This violates the bylaw. I think the HOA attorney is correct.

The reason I feel this is no technicality is because whether you owners have the latest owners contact addresses et cetera is questionable.

CathyA3 (Ohio)
Posts: 6,299

Posted:

This illustrates why it's smart to involve an attorney in any legal process even if you're completely confident that you know what you're doing. Odds are that you don't. Too many people think that paying an attorney is a waste of money, and yeah, they're pricey. But it's either that or engage in DIY legal education through repeatedly messing up.

KerryL1 (California)
Posts: 14,550

Posted:

I agree with ElleN.

KimberlyJ3 (Ohio)
Posts: 12

Posted:

The petition signed by 25% of the homeowners requesting the special meeting was hand-delivered to the secretary. The secretary gave the petition to the president and the president called the special meeting to be held at a neighborhood library at 5:30 on Nov 12. our bylaws says that a special meeting has to be held on the condominium property at 8 PM. The president did not call the special meeting, according to our bylaws, therefore, because she did not call the special meeting according to our bylaws within a 30 day timeframe, the person’s calling the meeting which is the homeowners, including myself, and I am a board member as well had The right to call the meeting according to the bylaws. We called the meeting to be held on the condominium property at 8 PM on November 15th. Allso we homeowners hired an attorney who interpreted ours bylaws and drafted the petition AND the notice sent to the owners notifying them of the nov 15th meeting being held at the condominium property at 8pm

ElleN (Idaho)
Posts: 1,321

Posted:

I see I goofed. KimberlyJ3 is referring to this section of the bylaws (from the first post:
If such notice is not given within thirty (30) days after the delivery or mailing of such requests, the persons calling the meeting may fix the time of the meeting and give notice thereof.

Assuming all the other i's were dotted and t's crossed, my advice is to send a "demand letter lite" to the board, pointing out the above section of the bylaws that say the "persons calling the meeting" have the right to send out notice under these circumstances.

Preferably by far this demand letter lite would come from the attorney you hired.

Alternatively and to save money, if you want a draft of this "demand letter lite," let me know and I will post it.

KimberlyJ3 (Ohio)
Posts: 12

Posted:

Thank you so much Ellen! That's exactly what happened! Yes if you could post the demand letter lite, I would greatly appreciate it.

ElleN (Idaho)
Posts: 1,321

Posted:

KimberlyJ3, try this:

========
Dear Board of Directors,

Pursuant to Bylaw ___, on October 8th more than 25% of owners signed and had hand delivered a petition to the HOA Secretary calling for the removal of Directors ___ and ____. On Oct 8th, the Secretary gave the petition to the President. The President sent out mailings on Oct 15th calling for the "Special Meeting" to be held at the neighborhood library on Nov 12th at 5:30. However these mailings were not lawful "notices." This is because the Bylaw requires all Special Meetings to be at 8 PM on either the condominium property or at the Association Office.

Because the President did not send out notices, and 31 days after the President received the petition on November 8, the owners who signed the petition sent out a notice specifying that a Special Meeting would be held on Nov 15th at 8:00 pm at Unit 2F. (The HOA does not have an office or clubhouse). At the Special Meeting 27.5 of 36 owners voted either in person or by proxy in favor of removal of directors __ and ___.

The day after the owners' vote on November 16th, the aforementioned owners were informed that the November 15 Special Meeting was invalid because notice of the meeting should have been set up and sent out by the Board. This is clearly wrong. As explained above, the President failed to send notice, hence per the bylaw, the owners had the right to send out notice.

Per the vote at the Special Meeting, please remove directors ___ and ___ from the Board. If the Board does not intend to do this, please let us know by November 30.

Thank you,

[list all owners who signed the petition]
=============

KimberlyJ3, be aware that for almost all HOAs nationwide, the board (and not owners) selects and removes officers such as the President and Treasurer. If you want the Directors who happen to be President and Treasurer removed, then this is different. Above I assume you want the directors removed, since owners almost assuredly do not have the power to remove officers. If you do not understand my meaning, ask a question.

KimberlyJ3 (Ohio)
Posts: 12

Posted:

thank you so much Ellen. The letter is absolutely perfect. I will post tomorrow the exact wording from our bylaws in response to your last paragraph. I definitely do have questions.

KerryL1 (California)
Posts: 14,550

Posted:

Im' thinking that, unfortunately, IF the owners' petition stated removal of the president and the treasurer and did NOT state removing director xx and director xxx, it's not valid. But I'm assuming that the. a attorney who wrote the petition knows this ?????

CathyA3 (Ohio)
Posts: 6,299

Posted:

Kerry raises a good point. The requirements for holding a remove-and=replace effort can be incredibly nit-picky. Get one small piece wrong, and the entire effort is invalid. This is why it's smart to have an attorney guiding you.

In addition, it's very common to list both the names of the directors who will be removed *and* the names of those who will replace them. You don't want to remove directors without electing replacements at the same time. Otherwise you may find yourselves without enough directors to lawfully conduct business - or with no directors at all, in which case you'd be look at receivership. The sitting board members would have to be pretty bad to make receivership a better option.

The "replace" part is where a lot of these efforts fail. Many homeowners are all hot to trot to get rid of ineffective board members. But volunteer to serve themselves? Oh no, not me, too busy. In addition, the potential volunteers should be aware of the requirements of the Corporate Transparency Act, which at this time requires board members to provide personal information to the federal government, including photo id. There are plenty of folks who consider this a hard "no" as far as their plans to volunteer go - at least until community associations have been exempted from the CTA's requirements.

BillD16 (Texas)
Posts: 963

Posted:

Quote:

Posted By KimberlyJ3 on 11/20/2024 9:15 AM
The petition signed by 25% of the homeowners requesting the special meeting was hand-delivered to the secretary. The secretary gave the petition to the president and the president called the special meeting to be held at a neighborhood library at 5:30 on Nov 12. our bylaws says that a special meeting has to be held on the condominium property at 8 PM. The president did not call the special meeting, according to our bylaws, therefore, because she did not call the special meeting according to our bylaws within a 30 day timeframe, the person’s calling the meeting which is the homeowners, including myself, and I am a board member as well had The right to call the meeting according to the bylaws. We called the meeting to be held on the condominium property at 8 PM on November 15th. Allso we homeowners hired an attorney who interpreted ours bylaws and drafted the petition AND the notice sent to the owners notifying them of the nov 15th meeting being held at the condominium property at 8pm

A couple of questions:

1. You wanted to remove these people from the Board, correct? (versus just removing them from their President and Treasurer roles).

2. Regarding removing a Board member from the Board, what do your governing documents say is required? Was your meeting properly noticed? Did you have proper quorum? Did you have sufficient votes to remove? I think you wrote “Out of the 36 units 27 people voted in favor of removal” which is not quite the same as “75% of the owners voted in favor of removal”. Nit-picky, I know, but this entire matter is nits. For all I know, a successful vote on this matter may need to be unanimous.

On the face of it, I think your team won on a couple of technicalities: the (ex-) President scheduled the meeting at an invalid time and location. Some might argue that these details don’t matter. But I believe there is a legal principle that “if it’s mentioned, it’s significant”. So if your governing docs say “8pm on the condo premises”, but (ex-) Prez scheduled for 5:30pm at the library - they blew it.

So you convinced me! Congratulations! You won! Good luck on convincing anyone else, though. :/

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

KimberlyJ3 (Ohio)
Posts: 12

Posted:

Thank you Bill! this is the notice sent out on the 31st day announcing the correct place and time of the meeting according to the bylaws. I ex out the president and treasurer's name, for purpose of this forum.

NOTICE OF SPECIAL MEETING UNDER ARTICLE I, SECTION 5(b) C........ P........C.......... Assoc.

November 7, 2024

On October 4, 2024, under Article I, Section 5(b), 25% of the voting power of the Association calls for a special meeting for the following purposes:

1. Article II, Section 8: Removal of Managers

1. Removal of President, S........X.......

2. Removal of Treasurer, C.............Y.......

3. Nomination and Election of Replacement Managers

2. Homeowners request proof of compliance Ohio Revised Code Section 5311.081(C)(1) a, b, c, d, e and (C)(2) a, b (3) (4) (5) (6) before putting Assessments, Fines, Fees, Violations, and authorizing attorneys to put Liens and Foreclosures on Owner’s properties.

3. Homeowners request proof of 83% of Homeowners voting Yes to the Reserve Fund increase announced in July 2024

4. Homeowners request copies of all active contracts held by the HOA as well as Bank Statements from 1/1/2024 to Present

5. Transfer of Property (specifically computer and printer) to whichever Manager is duly elected under Article II, Sec. 8.

Under Article I, Sec. 5(b), the Secretary or President had the opportunity to issue notice for this special meeting within 30 days of the call for the special meeting. On Tuesday October 15, the President issued an inadequate notice of a meeting to be held at Wickliffe Library at 4:30pm. However, “each special meeting shall be called to convene at 8:00pm and shall be held at the office of the Association or at such other place upon the Condominium Property as shall be specified in the notice of the meeting”. As of the day of this issuance, the President and Secretary have exhausted their 30 days to call a meeting that complies withthe Bylaws. Thus, “the persons calling the meeting may fix the time of the meeting and give notice thereof.”

The special meeting for the purpose of removal shall be held on Friday November 15, 2024 at 8:00pm: 1234 E. 456th st, Cleveland OH 44132 (Lawn)

In case of bad weather, 1234 E. 456th st Unit 3F, Cleveland OH 44132

Proxies shall be conducted consistent with Article I, Sec. 4., namely by providing notice of Proxy designation to the Secretary. Please provide two original proxy forms, delivering one to the Secretary prior to the meeting by certified mail and the other in physical form to be hand-delivered by the Proxy voter at the meeting.

All Managers shall have an opportunity to be heard. A quorum of more than 50% must be present or represented by Proxy in order to conduct a vote on the above matter. Removal shall be effective upon a 75% vote.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kim

You said "Removal shall be effective upon a 75% vote."

Is it 75% of all owners or only those in attendance?

CathyA3 (Ohio)
Posts: 6,299

Posted:

Here is what I think is unclear or open to debate in this notice:

1. Are you removing board members (directors) or are you only removing board members from their officer positions and leaving them on the board? Do your bylaws refer to the board members as "managers"? In my area, a manager is someone who works for a management company and who is hired to perform a set of duties that is spelled out in their contract.

2. What is the procedure for nominating replacements?

3. What is the election procedure? Have you allowed sufficient time for the secretary to validate the signatures on the proxies? When will votes be counted? The election or removal of board members typically requires only a simple majority of votes cast in person or by proxy. What is the percentage approval needed to elect the replacement? Is it also 75%? Do your bylaws require this higher percentage?

4. What plans are in place if you no longer have a quorum of board members after this meeting and the association can no longer conduct business? This could happen if you have multiple candidates but none of them receives the required percentage.

5. To the best of my knowledge, ORC 5311 requires a condo association to fund the reserves in accordance with the most recent reserve study. The community may fund the reserves at a lower level with the approval of *a simple majority of owners.* This approval must be given annually. Otherwise ORC 5311 does not require owner approval of the funding level of the reserves. Do your bylaws say something different?

I would assume that a lawyer would know all of this stuff... but...???

KerryL1 (California)
Posts: 14,550

Posted:

"Mangers" confuses me too. What do your Bylaws say about "mangers?" Are "board members" or "directors" mentioned in your Bylaws or other governing docs?

KerryL1 (California)
Posts: 14,550

Posted:

"Mangers" confuses me too. What do your Bylaws say about "managers?" Are "board members" or "directors" mentioned in your Bylaws or other governing docs?

ElleN (Idaho)
Posts: 1,321

Posted:

Quote:

Posted By KimberlyJ3 on 11/22/2024 8:15 AM

NOTICE OF SPECIAL MEETING UNDER ARTICLE I, SECTION 5(b) C........ P........C.......... Assoc.

November 7, 2024

On October 4, 2024, under Article I, Section 5(b), 25% of the voting power of the Association calls for a special meeting for the following purposes:

1. Article II, Section 8: Removal of Managers

KimberlyJ3, can you post here exactly what Article II, Section 8 says?

Also, is this a condominium, subject to the Ohio Condominium statute?

Nice post by BillD16, except I want to be clear that nothing he indicated in the post is nit-picky. He is spot-on.

KerryL1 (California)
Posts: 14,550

Posted:

Kimberly does indicate above that this is a condo Assoc.

I also now see waaaay above that what I, & I think most of us are familiar with --Board of directors-- is called a "Board of Managers" in Ronnie's. assoc.

BillD16 (Texas)
Posts: 963

Posted:

Quote:

Posted By KimberlyJ3 on 11/22/2024 8:15 AM
Thank you Bill! this is the notice sent out on the 31st day announcing the correct place and time of the meeting according to the bylaws. I ex out the president and treasurer's name, for purpose of this forum.

NOTICE OF SPECIAL MEETING UNDER ARTICLE I, SECTION 5(b) C........ P........C.......... Assoc.

November 7, 2024

On October 4, 2024, under Article I, Section 5(b), 25% of the voting power of the Association calls for a special meeting for the following purposes:

1. Article II, Section 8: Removal of Managers

1. Removal of President, S........X.......

2. Removal of Treasurer, C.............Y.......

3. Nomination and Election of Replacement Managers

2. Homeowners request proof of compliance Ohio Revised Code Section 5311.081(C)(1) a, b, c, d, e and (C)(2) a, b (3) (4) (5) (6) before putting Assessments, Fines, Fees, Violations, and authorizing attorneys to put Liens and Foreclosures on Owner’s properties.

3. Homeowners request proof of 83% of Homeowners voting Yes to the Reserve Fund increase announced in July 2024

4. Homeowners request copies of all active contracts held by the HOA as well as Bank Statements from 1/1/2024 to Present

5. Transfer of Property (specifically computer and printer) to whichever Manager is duly elected under Article II, Sec. 8.

Under Article I, Sec. 5(b), the Secretary or President had the opportunity to issue notice for this special meeting within 30 days of the call for the special meeting. On Tuesday October 15, the President issued an inadequate notice of a meeting to be held at Wickliffe Library at 4:30pm. However, “each special meeting shall be called to convene at 8:00pm and shall be held at the office of the Association or at such other place upon the Condominium Property as shall be specified in the notice of the meeting”. As of the day of this issuance, the President and Secretary have exhausted their 30 days to call a meeting that complies withthe Bylaws. Thus, “the persons calling the meeting may fix the time of the meeting and give notice thereof.”

The special meeting for the purpose of removal shall be held on Friday November 15, 2024 at 8:00pm: 1234 E. 456th st, Cleveland OH 44132 (Lawn)

In case of bad weather, 1234 E. 456th st Unit 3F, Cleveland OH 44132

Proxies shall be conducted consistent with Article I, Sec. 4., namely by providing notice of Proxy designation to the Secretary. Please provide two original proxy forms, delivering one to the Secretary prior to the meeting by certified mail and the other in physical form to be hand-delivered by the Proxy voter at the meeting.

All Managers shall have an opportunity to be heard. A quorum of more than 50% must be present or represented by Proxy in order to conduct a vote on the above matter. Removal shall be effective upon a 75% vote.

Thank you, Kimberly!

Do you happen to be the Secretary? Earlier you alluded to being on the Board. I’m merely curious.

Speaking for myself, I can look at this notice and wonder (for instance) “Maybe it should say ‘Removal of President ____ from the Board’” … but the fact is, you hired a lawyer to write this, and I’ll assume they knew what they were doing. I know I nitpicked in my earlier response{1}, but even if there is some subtle flaw in this notice, the HOA lawyer is challenging on the argument that your meeting was improper because it was not called by the President. Which is hogwash. In most states, when two lawyers disagree, it is settled by jello wrestling … sorry, just kidding. But it sure sounds like this is now at lawyer vs lawyer. Is your lawyer still engaged in this matter? If so, I suspect you’ll need to look to them for the next step. Ellen suggested a Demand Letter to the Board, and I don’t see how that could hurt. But still, I see this as layer vs lawyer.

Another question: are ex-Prez, HOA lawyer, and ex-Treasurer aware that you’ve lawyered up? If they are currently unaware, informing them may affect their feelings on this matter.

Bill

{1} Thank you, ElleN *blush*

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

KerryL1 (California)
Posts: 14,550

Posted:

Assuming the president is a "manager, too it must be made clear that it is the manager they want removed from the Board.

I think the petition makes this clear at:

"1. Article II, Section 8: Removal of Managers

1. Removal of President, S........X.......

2. Removal of Treasurer, C.............Y......."

CathyA3 (Ohio)
Posts: 6,299

Posted:

I'll repeat my original concern.

If this action is not followed immediately by an election to replace the directors/managers who have just been removed, then depending on the size of the board, folks may stroll out of the meeting patting themselves on the back and then discovering the board no longer has enough directors to lawfully conduct business. If this board has only 3 or 4 directors, and people remove 2 of them, the remaining 2 are not a quorum since quorum is *over* 50%, not equal to.

Given that the notice was unclear about a number of things, including the percentages needed to elect the replacement board members - is it 75% of the attendees, or is it 75% of the voting interests of the association? - even if an election is held, the results can probably be invalidated. Frankly, I'm surprised that a lawyer drafted this notice.

Hopefully the current board is be aware of this possibility and hopefully they will inform the association attorney that this could happen.

(Sidebar:

My community went through an upheaval last spring and summer when an activist group - whose confidence exceeded their knowledge and skills - managed to run off our entire board. The only reason we could still pay our bills and respond to emergencies was because we had a community manager whose contract did not expire until the end of year. If we had been self-managed, we would have been dead in the water. Our only option would have been to petition the court for receivership. Nice going, activists, you sure made our community better.

We held an election after several months, and some of the activists were elected. They then proceeded to do much worse things than the former board members they'd complained about ever did. This scenario is not unusual, unfortunately. It's amazing how much legal and financial trouble an inexperienced board can get into in less than six months. It's also amazing how much it can cost to clean up the mess afterwards.

We recently held a meeting, with the association attorney in attendance, to explain to the community that "Those things you were promised last year? Yeah, no, that's not happening. And our assessments are going up 20% next year." Be careful what you ask for, folks, you just may get it.)

GregoryT1
Posts: 315

Posted:

Hi Cathy could there be another thread opened on the upheaval. What made the activist group upset to organize themselves. If you don't want to because it will reveal too much details I understand.

ElleN (Idaho)
Posts: 1,321

Posted:

Quote:

Posted By CathyA3 on 11/23/2024 4:31 AM
I'll repeat my original concern.

If this action is not followed immediately by an election to replace the directors/managers who have just been removed,

Looks to me that this is what the notice (quoted above) specified.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By ElleN on 11/23/2024 7:35 AM

Posted By CathyA3 on 11/23/2024 4:31 AM
I'll repeat my original concern.

If this action is not followed immediately by an election to replace the directors/managers who have just been removed,

Looks to me that this is what the notice (quoted above) specified.

It's on the notice. But without other information, I consider that aspirational rather than a plan of action. For one thing, the notice is unclear whether the approval percentage is based on attendees or on voting interests. That should be a deal breaker right there.

Do the governing documents even allow nominations from the floor? Do the bylaws call for a nominating committee? Mine do, and I also live in an Ohio condo community. What are the plans if nobody is willing to serve? These are condos, after all. Or if a third board member says "nuts to this" and stomps out of the meeting, as happened in my community - and suddenly they've lost 3 board members.

I'd be happy if things go right, but I see plenty of opportunity for screw-ups and no plans to recover from them when they happen.

KimberlyJ3 (Ohio)
Posts: 12

Posted:

At any regular or special meeting of members of the Association duly called, at which a quorum shall be present, any one or more of the Managers, except the Manager, if any, acting as & representative of a lending institution as provided in Section 1 of this Article II, may be removed with of without cause by the vote of members entitled to exercise at least seventy-five percent (75%) of the voting power of the Association, and a successor or successors to such Manager or Managers so removed shall then and there be elected to fill the vacancy or vacancies. Any Manager whose removal has been proposed by the members of the Association shall be given an opportunity to be heard at such meeting.

KimberlyJ3 (Ohio)
Posts: 12

Posted:

Article II section 8: At any regular or special meeting of members of the Association duly called, at which a quorum shall be present, any one or more of the Managers, except the Manager, if any, acting as & representative of a lending institution as provided in Section 1 of this Article II, may be removed with of without cause by the vote of members entitled to exercise at least seventy-five percent (75%) of the voting power of the Association, and a successor or successors to such Manager or Managers so removed shall then and there be elected to fill the vacancy or vacancies. Any Manager whose removal has been proposed by the members of the Association shall be given an opportunity to be heard at such meeting.

KimberlyJ3 (Ohio)
Posts: 12

Posted:

The replacement nominations and replacement were conducted immediately after vote to remove.

Article II section 8: Removal of managers
At any regular or special meeting of members of the Association duly called, at which a quorum shall be present, any one or more of the Managers, except the Manager, if any, acting as & representative of a lending institution as provided in Section 1 of this Article II, may be removed with of without cause by the vote of members entitled to exercise at least seventy-five percent (75%) of the voting power of the Association, and a successor or successors to such Manager or Managers so removed shall then and there be elected to fill the vacancy or vacancies. Any Manager whose removal has been proposed by the members of the Association shall be given an opportunity to be heard at such meeting.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

KIM

You said:

"may be removed with of without cause by the vote of members entitled to exercise at least seventy-five percent (75%) of the voting power of the Association"

This means 75% OF ALL MEMEBRS not just those at the meeting.

BillD16 (Texas)
Posts: 963

Posted:

Quote:

Posted By JohnC46 on 11/23/2024 12:47 PM
KIM

You said:

"may be removed with of without cause by the vote of members entitled to exercise at least seventy-five percent (75%) of the voting power of the Association"

This means 75% OF ALL MEMEBRS not just those at the meeting.

I believe Kimberly has stated that they got 27 out of 36 votes to remove the President and the Treasurer. 27/36 = 0.75

This meeting apparently happened on 7 November, and if I understand correctly, the HOA attorney responded by challenging that this meeting was invalid because it wasn’t called by the President. To me, that seems to indicate that they’re ignoring any nits we find in the meeting notice. At least for now.

Kimberly, if you’re still out there? Please keep us informed of what happened after the 7 Nov meeting? I don’t think I’m the only one in this forum who is interested. There are a lot questions asked here about removing Officers and Directors, but I’ve never seen an account of someone who actually did what you’ve done. And so this is extremely interesting.

Thank you,

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

BillD16 (Texas)
Posts: 963

Posted:

A clarification, since I can’t edit what I just posted: I know that Cathy and others have managed to remove Board members; what I find interesting about Kimberly’s situation is that she took the path of setting up her own meeting due to the President’s improper procedure. I haven’t been here as long as many of you, but I’ve never seen this scenario play out.

Bill

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

CathyA3 (Ohio)
Posts: 6,299

Posted:

I'll be interested to hear how Kimberly's community is doing a year from now.

There are two ways to replace boards: the orderly way (as described above) or the " blow things up" way (as done in my community last year - 1 star, would not recommend).

But the proof is in how the new board operates. People who can organize an orderly transition are more likely to have the skills to be effective board members. Those who think blowing things up is the right way to go will probably bring this attitude onto the board.

But this is not guaranteed. There is always the amount of information that boards need to have at their finger tips, and it just takes time to learn all of it. And there are the folks who can talk a good game and only reveal themselves after they've gotten what they want.

It gets worse if a community is self-managed. More work, more and different skills needed, burn out occurs faster - and condos seem to have more trouble filling board seats than single family HOAs do at the best of times.

In many ways, successfully ousting the previous board is kinda like the dog that finally caught the car and isn't sure what to do with it. The entire focus was on the chase and not on the aftermath. But the new board will be judged by the aftermath.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By BillD16 on 11/24/2024 6:02 AM
A clarification, since I can’t edit what I just posted: I know that Cathy and others have managed to remove Board members; what I find interesting about Kimberly’s situation is that she took the path of setting up her own meeting due to the President’s improper procedure. I haven’t been here as long as many of you, but I’ve never seen this scenario play out.

Bill

I can think of a couple explanations for this.

One, the community's bylaws may not allow for it. (Our bylaws say that a special meeting can only be called by the President or two other board members together. We ran smack into this in summer 2023 when we needed to schedule a special meeting to have another go at electing board members.)

Two, I believe that the vast majority of homeowners don't understand how their associations work, including special meetings. So they don't know that they have the authority to call a meeting themselves, assuming their bylaws would allow for it.

I find it interesting that Kimberly and I both live in condos in Ohio, and apparently our bylaws are different. According to AI, special meetings may also be called by a simple majority of condo owners - but a quick look for more info makes it appear that this applies to HOAs which are subject to different statutes (ORC 5311 vs. ORC 5312). Research is needed.

(Also, what we did probably should not be described as "removing board members" which suggests an orderly process. Instead a group of homeowners harassed the board members until they quit. I suspect this happens on a small scale a lot of the time - we just never hear about it.)

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