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Guest Ralph Cramden

Illegally called Special Meeting

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Guest Ralph Cramden

I'm a new member of a condo board (secretary). Our president and the treasurer have been at odds since the first meeting. The president called a special board meeting at a very inconvenient time without mentioning any topic. I asked him about the purpose of the meeting and he said "to take care of some housekeeping." I asked another member and was given the same runaround.The treasurer and I could not make the meeting for work and personal reasons.

In the the special meeting the other 3 board members removed the treasurer and appointed a condo owner in his place. (By-laws say the board elects/replaces the officers, but is not specific about removal). The treasurer was never told of the specific offenses or given a chance to defend himself.

It's obvious they had already talked about this and intentionally left 2 of the board members out of the conversation (while including a non-board member in the discussion; the new treasurer).

From what I have read, a topic/reason should be included in the announcement of the special meeting. Any thoughts.

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Any thoughts.

Special meetings may only be called if authorized by the bylaws. Are they?

Do your bylaws (assuming they authorize special meetings) mention any required notice? If so, was it adhered to?

All members of the body that is meeting must be given notice of the meeting. Were you and the treasurer notified? There's nothing that requires all members must be able to attend a properly called meeting, but it does smack of impropriety, I grant you.

Only business mentioned in the call of the meeting may be conducted, so if the call notice mentioned no topic, that seems a problem.

The board only has the authority given to it by the bylaws, so if they don't have the authority to remove an officer, that seems a problem.

Inviting a non-member to the meeting is not a complete no-no, but filling a vacancy requires notice, so it doesn't seem proper to have appointed the "new" treasurer at the same meeting at which the old one was disposed.

In your subject, you say "illegally called special meeting." What makes you say it was "illegal?"

Edited by David A Foulkes

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Guest Edgar

(By-laws say the board elects/replaces the officers, but is not specific about removal).

Offhand I'd be inclined to say that the power to replace implies the power to remove but, as always, it all depends on the precise wording of the rule.

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Guest Ralph Cramden

Thanks David, should have said "Improperly" because no reason was given for the meeting. No business was mentioned in the call of the meeting (if that means in the announcement.) The rest was per by-laws

In the meantime the president, without the consent of the board, sent a letter to the homeowners stating that the Treasurer was replaced by a unanimous vote of the board, blah, blah, blah. Can the president send anything he wishes to the homeowners with implied board backing??

I'm trying to determine how to properly inform the membership of the facts.

Help!!

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"Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." (RONR 11th ed., p.91 ll. 31-35 emphasis added)

"The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting." (RONR 11th ed., p. 93 ll. 3-4)

In my opinion, this was not a properly called special meeting, and all actions taken at it are null and void. At the next board meeting, raise a Point of Order (Sec. 23) to that effect, which I suppose is subject to Appeal (Sec. 24). Not sure how that will go for you, though.

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