HOW TO CALL A SPECIAL MEETING

After years and much fact finding, the HO's finally got there wish...the President resigned a couple of weeks ago and two days after that the worthless PM/MC is resigning as of Nov 5th...

The problem now is that the Prsidency fell to the VP who lives in Mass. I am the Treasurer of the Association. I wrote this by default President and told him that we (HO's) needed/wanted a meeting ASAP to figure out what steps need to be taken. I stated it was need the end of the year and Budget/dues/taxes would need attention very soon. I also stated that I didn't feel a out of town President, he is also the ARC is a good thing for the community. I received a very sarcastic e-mail from him telling me, he was the President and he would make the decisions and he didn't feel a meeting was necessary at this time....He said the PM had told him, our heads were above water (his words) and we were doing fine...My reply to him was how are we doing fine when we have not paid into the Reserves since Apr.07 (own the Reserves over $15,000.) and we have over $20,000. in delinquent accounts and don't have enough funds to last til the end of the year (because the dues that came in early for 08 were used to pay end of the years bills.

This MC has been reported to the DBPR for not having a CAM license and may be removed even sooner. I personally had a meeting w/Mr. Drago, secertary of the DBPR yesterday.

I have had several HO's contact me wanting to know what the remaining Board was going to do. I relayed the Presidents words on the issue. They ask if we (on site Board members or the HO's could call for a "Special" meeting....As most of you know from my previous post we are financially unstable. They are worried....Is there any quick way to get rid of this out of town President and I need advice on how we can call a meeting w/o the Presidents support. We truly need this meeting ASAP. All HO's need to know what is going on.

Thank, any and all advice is welcome....

Sidney,

I get the impression that you think the pres is in charge. There are other members on the board; the Pres is only one! Unless the members of your assn elect the officers of the board, the Pres. can be removed the same way he was appointed to his officer position -- by the members of the board. I say remove this guy as Pres and appoint someone who is willing to conduct business in the best interests of the members and the assn and w/o blinders on! If the remaining members of the board constitute a quorum you don't need the presence of the Pres. to call a meeting. Just because he lives in another state doesn't mean the board can't hold meetings and conduct business in his absence. Also, your gov. docs should outline the process for calling for a special assessment. Usually a majority of the board can call for a special assessment which then must be voted on by a certain % of the members.

Do you even need a special meeting of the members? As John stated the answer is really in your documents, but I'm almost willing to bet that your documents don't automatically elevate the VP to the President position on resignation of the President. They probably state that the VP shall act in stead of the President in case the President is unable or unwilling to act, but he is still the VP. There is probably also another section in the Bylaws that covers how vacancies are filled, which if it's like most governing documents that I've seen, allow the Board to appoint a new officer.

So assuming that your docs are similar to mine, you might want to get the other Board members to call a special Board meeting (or just wait for the next regular Board meeting) and then appoint somebody locally to the President's office.

Sidney,
Yes, I remember that you are under SS720 BUT your Articles of Inc, probably used the 617 Statutes which are the Not For Profit Corp. laws under which you are filed. This trumps your BYLAWS Unless your Articles State differently, this is how to call a special meeting. There is the possibility that your governing Docs say the wording from 617 but they also might state 720. That is what you are required to do. Because your association is not new, you still might be worded to follow 617. Confused yet? A Philadelphia Lawyer can't even figure this one out.

617 says----(3) Special meetings of the members may be called by the president, the chair of the board of directors, the board of directors, or such other officers or persons as are provided for in the articles of incorporation or the bylaws.

Now 720 says----3) SPECIAL MEETINGS.--Special meetings must be held when called by the board of directors or, unless a different percentage is stated in the governing documents, by at least 10 percent of the total voting interests of the association. Business conducted at a special meeting is limited to the purposes described in the notice of the meeting.

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Sidney,

You stated that you know the board can remove the Pres from his office but you don't think they will. So, why not encourage a group of members to call for a special meeting of the members for the purpose of a recall? The requirements to hold a special meeting should be outlined in your bylaws. This would be even better than the board removing him as Pres, because this would mean he is off the board completely.