Special meeting to elect new board of directors

[Guest Dennis]

I am a member of a condominium owners association.  

 

Under our Bylaws, a special meeting to conduct business on a specific issue can be called by presenting a petition signed by 25% of the members.  The petition is to be presented to the secretary with the meeting then to be scheduled by the president.

 

Our entire board of directors resigned yesterday.  Is this a area where the bylaws can be suspended or is there another area of law that allows us to proceed?  We are not a corporation.  Under corporate law, we would be able to replace the board, however the Montana Code Annotated section 70, Unit owner act - condominium provides little assistance. 

 

We have started a petition to call a meeting, however being a cautious business person, I do not wish to open myself to a potential lawsuit.  The sensible part of me thinks that the issue must be resolved to allow the group to survive.

 

Dennis

[Josh Martin]

I am a member of a condominium owners association.  

 

Under our Bylaws, a special meeting to conduct business on a specific issue can be called by presenting a petition signed by 25% of the members.  The petition is to be presented to the secretary with the meeting then to be scheduled by the president.

 

Our entire board of directors resigned yesterday.  Is this a area where the bylaws can be suspended or is there another area of law that allows us to proceed?  We are not a corporation.  Under corporate law, we would be able to replace the board, however the Montana Code Annotated section 70, Unit owner act - condominium provides little assistance. 

 

We have started a petition to call a meeting, however being a cautious business person, I do not wish to open myself to a potential lawsuit.  The sensible part of me thinks that the issue must be resolved to allow the group to survive.

 

If the bylaws require that special meetings are called by presenting a petition signed by 25% of members to the Secretary and the meeting is then to be scheduled by the President, and there is no Secretary or President, it may be necessary to wait until the next regular meeting to fill the vacancies on the board. This is not an area where the bylaws can be suspended. Whether there is a rule in applicable law which would provide another way to proceed is a question for a lawyer.

[jstackpo]

RONR would say, I think, that you can call a "mass meeting" - p. 543 - of the interested parties.  At least that is about as close as I can come to a suggestion.

[Josh Martin]

RONR would say, I think, that you can call a "mass meeting" - p. 543 - of the interested parties.

 

Yes, but that wouldn't do much good.

[Richard Brown]

1.  What do your bylaws say about filling vacancies?

2.  When is your next regular members meeting?

3.  Is the secretary required to send out notices of regular members meetings?  

[Guest Dennis James]

Board vacancies are elected by the remaining BOD.  Currently no BOD.

Next regular meeting is our annual meeting in March 2015.

Notice of meeting is sent by president or secretary via mail or personal delivery.  Includes time and place and must be at least 5 days, but not more than thirty days prior to the meeting.

 

I contacted two lawyers, received different answers since as an association, we fall under different statutes.  The best advice received was to have the meeting and note that this was in the best interest of the association and necessary to keep the association working to provide the services for all owners.  His point was that who would benefit from a lawsuit.

 

 

[Josh Martin]

Board vacancies are elected by the remaining BOD.  Currently no BOD.

Next regular meeting is our annual meeting in March 2015.

Notice of meeting is sent by president or secretary via mail or personal delivery.  Includes time and place and must be at least 5 days, but not more than thirty days prior to the meeting.

 

I contacted two lawyers, received different answers since as an association, we fall under different statutes.  The best advice received was to have the meeting and note that this was in the best interest of the association and necessary to keep the association working to provide the services for all owners.  His point was that who would benefit from a lawsuit.

Well, this situation is much worse than I originally thought.

I don't see any parliamentary solution to this problem, since it is apparently not currently possible to hold a meeting in compliance with the bylaws, and even if it were possible to hold a meeting, it is not possible to fill the vacancies in compliance with the bylaws. This is generally the point at which we suggest seeking legal advice, but it appears that you have already done so.

If you suspect that there is any significant possibility that the entire Board of Directors will resign again, then it might be prudent to amend the bylaws to provide for a backup plan for such an event.