Who can organise and conduct a Special Meeting?

[Guest noelgroup]

Some of the members of our condo association have been trying for over 12 months to hold a Special Meeting to discuss and vote on a couple of amendments to our rental restrictions in our Bylaws. An increase in rentals that is very popular with the members but not with the Board. (We have a very non-communicative Board who block every attempt to hold a meeting other than the required Annual Meeting and promise but don't deliver.)

After the Board sent out a survey in the summer to ask if there were enough yes votes to see if they wanted to organise a meeting to discuss it and even though over 60% said yes, still no meeting. So 20% of the members got together and signed a petition to call for a Special Meeting.

The Board refused to discuss it and went to their attorney who issued a general letter that " only the Board is authorized to organize and conduct Association meetings."

Is there anything in RONR that can help? Our Bylaws state that 20% can call for the Special meeting, as does the NC Condo Act - but no detail that says the Board has to do it (and I thought a Special Meeting was for the members and only involved the president and secretary - not the Board?).

[Guest noelgroup]

And to add insult to injury - the attorney's letter stated at the end that if even members did meet up (after sending out proper notice, agenda and general nature of amendments etc) (and we would have enough members for a quorum) "any meeting would not be an official Association meeting at which business could be transacted."

[Rob Elsman]

Some of the members of our condo association have been trying for over 12 months to hold a Special Meeting to discuss and vote on a couple of amendments to our rental restrictions in our Bylaws. An increase in rentals that is very popular with the members but not with the Board. (We have a very non-communicative Board who block every attempt to hold a meeting other than the required Annual Meeting and promise but don't deliver.)

After the Board sent out a survey in the summer to ask if there were enough yes votes to see if they wanted to organise a meeting to discuss it and even though over 60% said yes, still no meeting. So 20% of the members got together and signed a petition to call for a Special Meeting.

The Board refused to discuss it and went to their attorney who issued a general letter that " only the Board is authorized to organize and conduct Association meetings."

Is there anything in RONR that can help? Our Bylaws state that 20% can call for the Special meeting, as does the NC Condo Act - but no detail that says the Board has to do it (and I thought a Special Meeting was for the members and only involved the president and secretary - not the Board?).

It sounds to me like the bylaws and the "Condo Act" control. You may want to get a second opinion from an attorney who is your counsel, not the association's.

[Gary Novosielski]

If the meeting were called in accordance with the bylaws of the organization, the attorney would be mistaken. But perhaps the attorney has read the bylaws. I know I haven't.

[Guest noelgroup]

I understand that this Forum cannot (quite rightly so) get involved in the interpretation of Bylaws.

The meeting was called by 20% of the eligible members (in writing) and with enough time to verify signatures and then a date, agenda, notice and motion papers were prepared and mailed out to all members (according to the Bylaws).

So nothing in RONR to support their claim of 'only the Board'?

We were even prepared to move to suspend the rules at the beginning of the meeting to select a presiding officer and secretary in their non-attendance...... but we weren't prepared for this general letter to be sent out to all members....

[Gary Novosielski]

I understand that this Forum cannot (quite rightly so) get involved in the interpretation of Bylaws.

The meeting was called by 20% of the eligible members (in writing) and with enough time to verify signatures and then a date, agenda, notice and motion papers were prepared and mailed out to all members (according to the Bylaws).

So nothing in RONR to support their claim of 'only the Board'?

We were even prepared to move to suspend the rules at the beginning of the meeting to select a presiding officer and secretary in their non-attendance...... but we weren't prepared for this general letter to be sent out to all members....

Issue your own general letter to all members, informing them of the facts that the attorney was apparently paid to overlook.

[Rev Ed]

I would check with a lawyer, particularly with one who deals with condominium law. In some jurisdictions, the condominium law allows any one of the petitioners to call the meeting if the Board refuses and to be compensated for the costs involved. Or the petitioners might be able to get a court order requiring the Board to hold the meeting.

[Tim Wynn]

See RONR (11th ed.), p. 91-93, for Special Meetings.

You might want to get a written opinion from a parliamentarian on the matter, which you could circulate. There's no guarantee that it won't agree with the attorney's letter, but at least it would give you an unbiased professional opinion.

[Bill McMannis]

The circumstance above sounds vaguely familiar, except that the attorney informed the group calling for the special meeting that the meeting would convene a week later than the petitioners asked for to allow for proper notice to the entire membership, collection of proxies and securing a meeting space.