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LindaS9 (Hawaii)
Posts: 6
Posted:
I am seeking information regarding any requirements that a board must meet to qualify for calling a special meeting of the board of directors.
GlenL (Ohio)
Posts: 5,491
Posted:
Linda the specifics for your Association should be spelled out in your CC&R's (Covenants, Conditions & Restrictions) but generally the Board can call a special meeting or is required to if presented by a petition signed by a certain percentage of homeowners. Most documents allow the homeowners to notice, call and run a special meeting if the Board fails to within X number of days after being presented with a valid petition.

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RobertR1 (South Carolina)
Posts: 5,164
Posted:
Linda,
As Glen say, the Board must follow the documents as adopted.
Is your concerns that the Board up and called a special meeting without a vote of the Board, would that be improper? Again, you have to know the reason for the meeting and how your docunents state requirements. Need to know more specifics.
RogerB (Colorado)
Posts: 5,067
Posted:
Linda, read your Bylaws. Our's state a special Board meeting may be called by the President or any two Directors.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Linda,

I doubt there are any requirements spelled out regarding when a special meeting of the BOD may be called. I would say a special meeting might be required if business arises in between the scheduled regular board meetings. Then the Pres or a majority of the board members may want to call a special meeting to handle this business if it cannot wait until the next regularly scheduled board meeting. The BOD must follow the guidelines spelled out in the bylaws with regard to special meetings of the BOD.

Also, if an emergency arises and the board needs to meet ASAP an emergency meeting may be called, if provided for in the bylaws. In states that have open meeting laws, an emergency meeting may be called without noticing the members who also are entitled to attend all board meetings.
LynetteB (Texas)
Posts: 141
Posted:
If by chance your docs don't specify on the subject, check your State docs that govern hoa's. Our specifications were actually copied from the State specs.
LindaS9 (Hawaii)
Posts: 6
Posted:
I thank you for your response. Yes our CC&R's allow the board to call Special Meeting at the request of the President or two directors. My concern is our association also must come into compliance with our state laws which requires all association and board of directors meeting shall be conducted in accordance with the most current edition of Roberts Rules of Order, Newly Revised. And when I refer to Roberts Rules in regards to the Particular Types of Business Meetings (page 89) for Special Meetings it mentioned that a meeting may be convened only to consider one or more items of business specified in the call of the meeting notice.

As a new board member, I have not been successful in getting the present members of the board to understand we cannot hold a full regular meeting and call it a special meeting just because it was not part of the schedule. Am I the one who is incorrect in turning to Roberts Rules as a requirement to be met in holding a special meeting?
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Linda,
A couple of things strike me, they may or may not be applicable.

There could be some confusion about your document require ref. general (members) meeting and Board meeting. The documents usually spell out procedures for Members Special Meetings, the may refer to Special Board Meetings in a General sense. To me circumstances set requirements fot the Board to set Board Meetings. Most documents state that the Board is required to meet X times a year, and go on to allowed for the board to set up as many meeting as they want provided noticing is provided.

The requirement you state that dictates Roberts Rules of Order be followed and even refers to the Revision number, needs to be addressed. It is common that some form of order for all meetings is provided, RRO is a good one, but only has a reference. An HOA will never have the parlimental expertise to provided all of RRO.
I believe that at each meeting there should be an announcement at the start of the Meeting a general statemment as to the reference the meeting will be held under, as a guideline only, unless you are so large you can afford to hire a parlmentarian. I think your restriction is out of line and an amendment made to get rid of it and conduct your business as the board proclaims, as long as some procedural rules are referenced. The board can also name someone to serve as a consultant and resolve conflicts.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Linda,

I know there are many assn's whose bylaws require adherence to RRO; however, I find it interesting that it is a state law in Hawaii.

My interpretation of the law (as you have stated it) is that the board may discuss any number of issues however they must be stated in the notice of the meeting. I don't see where a limit is placed on the number of items the board may discuss since you say the law says ". . .to consider one or more items. . .". Note "or more". Normally a special meeting is called because one or two issues have arisen which must be addressed b/4 the next regularly scheduled meeting.
MicheleD (Kentucky)
Posts: 4,491
Posted:
I would be interested in seeing the verbiage of the Hawaii state law that requires HOAs to use Robert's.
RichardP13 (California)
Posts: 1,767
Posted:
Linda,

I have a question. Are these special meetings of the BOD open to the membership or are they closed?
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Mary,
You made be right about the states requiring adherence to RRO, my experience is otherwise. I also tell you true, that if anyone thinks associations documents are clouded and confusing, try making complete sense of RRO as applied to an association. Any organization that is ruled completely by the word of Roberts Rules would have to have a Professional Parliamentarian on the payroll, and they cost more than lawyers, (maybe) Of course, pray tell, who is going to enforce this adherence.
LindaS9 (Hawaii)
Posts: 6
Posted:
Presently these meetings are being held without notice to the membership, so that makes them closed. Once again Hawaii law states all meetings must be open to the members to provide input on the matters being discussed (421J-5)
LindaS9 (Hawaii)
Posts: 6
Posted:
As of lately these meetings are closed due to the fact that no meeting notice was posted to our association website that list the full schedule of board meetings. I am concerned that we, as a board, have failed to meet the Hawaii Law 421J-5 Which reads all meetings of the board of directors, other than executive session, shall be open to all members to provide input on the matters being discussed. To date I have refused to vote on any matters at these special meetings; but I wish I could get more members of the board to understand the problem they are creating. All they are concerned about is getting the business of the association completed without having to deal with the members. Boy what a way to run an association.
LindaS9 (Hawaii)
Posts: 6
Posted:
Hawaii Law 421J-6 Robert's Rule of Order. All association and board of directors meetings shall be conducted in accordance with the most current edition of Robert's Rules of Order, Newly Revised.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Linda,
I hope you realize what this site can do for you. You are going to get some opinions you don't expect and it appears you have a thick skin which all BOD should have. They are exposed to ridicle all the time, no matter what they do. Let me suggest to you that you back off your position of being overtly anti board. I hope you can see if you want change you will not get it by always assuming you can change the board by telling them how wrong they are. Look at your association not as a picture of an improperly held board meeting but as where do I want us to be next year or the next five yeasrs. Don't win the battle and lose the war. Persist in your desires to right the ship, but do it little by little, and accomplish what needs to be done day to day. You as a member of the Board are obligated to contribute your time and knowledge in the betterment of the association, not to make things the way you want them or think they should be. You are probably right about the methods the board uses to run the board business. Being right around the old HOA will get you a cup of coffee for four bucks at Starbucks. But effecting a positive change over time will give you a better place to live. So a lot of your replies here will ask questions and justification for your posts. When this happens as it is happening now, more of the big picture opens up. Think about it, most of your fellow members are in this for the long run, mortgages run average 30 years. Your association is operating and like all the rest could and should be fine tuned all the time. but the day to day stuff goes on, if you are at loggerheads with the board or not, business has to get done. Work for change, don't expect change will come easy or quick. Too many of us are right fighters and we forget, this makes the opposition wrong, you want change, so get a little support so you can make change, be the best damn board member you can do and build support and respect. You can make a difference, a huge difference, make sure when the dust clears you and you supporters are the ones left standing, and all you have done is for the association. A big order? Damn right it is, and most throw their hand up, resign, and say to hell with it.
Nearly all the replies you get here will be from folks that have been down the road, take what helps.
LindaS9 (Hawaii)
Posts: 6
Posted:
Robert: I thank you for the sound advice.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
You are welcome and hang around and read some of these posts, they is a lot of smart folks posting here, and of course, ask us some more stuff, this site is full of stuff and this is the wall of the barn. Throw enough bulls--t against it and some is sure to stick. Hang in there.

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