Calling A Members Meeting

[Vashta Nerada]

We are a small condominium association with a very small board, 3 board members. The Bylaws provide that special meetings of the members may be called by the President, Vice-President or a majority of the board, and must be called by the association upon receipt of written request by 20% of the voting interests. The Bylaws provide for no time limitation upon which the board must call the meeting.

 

The Bylaws also specifically reference RONR as the parliamentary procedures to be followed.

 

Florida Statutes 718.112(2)©1 states in part:

 

"If 20 percent of the voting interests petition the board to address an item of business, the board, within 60 days after receipt of the petition, shall place the item on the agenda at its next regular board meeting or at a special meeting called for that purpose."

 

Q: Is there a way that 20% of the members can actually call the meeting, create the agenda, meet the notice requirements, etc. without being forced to go through the board?

 

Q: If such a members meeting is called by the members and all members receive notice, is the meeting official assuming a quorum is met, and can official business be taken at said meeting.

 

In the alternative, Florida Statutes 718.112(2)(j) states:

 

Recall of board members.—Subject to s. 718.301, any member of the board of administration may be recalled and removed from office with or without cause by the vote or agreement in writing by a majority of all the voting interests. A special meeting of the unit owners to recall a member or members of the board of administration may be called by 10 percent of the voting interests giving notice of the meeting as required for a meeting of unit owners, and the notice shall state the purpose of the meeting. Electronic transmission may not be used as a method of giving notice of a meeting called in whole or in part for this purpose.

 

Q: If such a members meeting is called by 10% of the voting interest, can other business be conducted at said meeting in addition to the recall of board members, such as amending the association documents?

 

Thanks in advance for any input.

[jstackpo]

Although we here are not in the bylaw interpretation business (nor state laws) I'd say the answers to yur questions are reasonably clear:

 

1)  No.

 

2)  In the light of #1 this question seems moot.

 

3)  I'd say no.   But check with a lawyer on this one as it is clearly a law, not a bylaws or procedural question.

[Edgar Guest]

Q1. Possibly. You've quoted nothing from your bylaws.

 

Q2. Yes. if the answer to Q1 is "Yes".

 

Q3. No. A special meeting can only consider business that was included in the notice of the special meeting.

[Dan Honemann]

Calling a special meeting of members and petitioning a board to address an item of business are two different things, but the initial questions asked seem to get them all mixed up.

 

In any event, these questions turn upon an interpretation of statutory provisions, which is not something we are prepared to do.

[Vashta Nerada]

Q1. Possibly. You've quoted nothing from your bylaws.

 

Q2. Yes. if the answer to Q1 is "Yes".

 

Q3. No. A special meeting can only consider business that was included in the notice of the special meeting.

 

Re: Q1  "The Bylaws provide that special meetings of the members may be called by the President, Vice-President or a majority of the board, and must be called by the association upon receipt of written request by 20% of the voting interests."

 

There is no specific language in the by laws that provide for any other way to call a special meeting of the members. However, as I stated "The Bylaws also specifically reference RONR as the parliamentary procedures to be followed."

 

So Is there any procedures referenced in RONR that specifies how a members meeting can be called without going through the board? I have looked through the RONR and can find no reference to member meetings being called by anyone other than a board member on behalf of the board.

 

---------------------

 

As to "Q3. No. A special meeting can only consider business that was included in the notice of the special meeting."

 

I guess I was not clear enough. If a meeting is being called by members in reference to the recall, can other business be included on the notice/agenda other than just the recall issue. Could the agenda put forth by the 10% have multiple issues such as:

 

1) Recall Director John Doe

2) Vote to amend the Declaration.

 

Assuming that a copy of the amendment to the Declaration was included with the notice.

 

Would there be any language in RONR that specifies some limitation to what issues can be heard at a special members meeting.

[Vashta Nerada]

Calling a special meeting of members and petitioning a board to address an item of business are two different things, but the initial questions asked seem to get them all mixed up.

 

In any event, these questions turn upon an interpretation of statutory provisions, which is not something we are prepared to do.

 

I was not asking about petitioning the board to address an item of business. The petition to the board was in reference to forcing the board to call a member meeting, not a board meeting so that the members can vote on amendment of association documents. I am looking for a way to be able to hold a members meeting without going through the board because the board has refused to call the member meeting even though a majority of the members have made it perfectly clear that they want to amend the association documents and have tried to get the board to call a members meeting to do so. Hence, is there a way in RONR for members, not board members, to call a member meeting, provide proper notice, post notice, etc. and hold a member meeting?

[Gary Novosielski]

If you're relying on the lower threshold of 10% in the statute to call a meeting to remove a director, and there is a higher 20% threshold in the bylaws to call a meeting for any purpose, then if you get, say 15% of the members to request a meeting, in my view you could remove a director, but could not generally conduct any other business, because you do not have the requisite level of support.

[Guest Guest]

The 20% is the percentage needed to petition the board to request the board call a meeting. It is not a percentage that is needed for members to call a meeting. There is no language in our bylaws or that I can find in RONR that specifies how many members can call a meeting.

I find it perplexing that there is no parliamentary procedures that would allow members of an assembly, association, etc. to be able to call a member meeting without being forced to have the board call the meeting.

[Guest Guest]

Sorry, my reply is from a different device on which I am not signed in.

[Richard Brown]

Vashta, you said this in your opening post.  Emphasis added by me:

 

We are a small condominium association with a very small board, 3 board members. The Bylaws provide that special meetings of the members may be called by the President, Vice-President or a majority of the board, and must be called by the association upon receipt of written request by 20% of the voting interests. The Bylaws provide for no time limitation upon which the board must call the meeting.

 

Then, later, you said this in post # 8. 

 

The 20% is the percentage needed to petition the board to request the board call a meeting. It is not a percentage that is needed for members to call a meeting. There is no language in our bylaws or that I can find in RONR that specifies how many members can call a meeting.

 

I'm confused, because your first post clearly says that a members meeting must be called upon the written request of 20 percent of the voting interests.  It says "special meetings of the members".... not the board.

 

The way I read it, your members can demand a members meeting with the signatures of 20 percent of the voting interests.  At that meeting, you get to specify the items of business to be taken up.  You can vote to recall a director and amend the bylaws, as long is it is all stated in the call of the meeting.

 

But, if you use the provision in Florida law that lets you call a special meeting for the specific purpose of recalling a board member with the written request of only 10 percent of the voting interests, the recall is the ONLY thing you can do at that meeting.

[Vashta Nerada]

I understand, and agree with anyone who is reasonable, that the member meeting MUST be called when 20% of the members so petition the board. However, "The Bylaws provide for no time limitation upon which the board must call the meeting.". It is going on 3 months and the board still has not called a members meeting.

 

The primary reason I came to this forum is because I thought that I could get some input about what RONR actually says about the ability of members to call a meeting without being required to rely upon the board to do so. Why? Because as I stated in my first post: "The Bylaws also specifically reference RONR as the parliamentary procedures to be followed."  I thought I would be able to obtain guidance and knowledge about how RONR might address the situation we are experiencing.  

 

I was not looking for interpretation of Florida statutes or a legal interpretation of our Bylaws. I provided the information about the statutes and bylaws so that those who read the thread would know the reason I was looking towards RONR language to try and find where, if at all, the language would be that would detail and describe how members may call a members meeting.

 

If anyone can provide input on where in the RONR a deliberate assembly or any other type of member meeting may be called by members and not the board or some other governing body, I would greatly appreciate it. I guess I need to assume that if none of the experts here know of any part of RONR that provides information on the procedure for members to call a meeting, I will assume that it is forbidden for members to actually call a member meeting.

[Dan Honemann]

What RONR says, on page 92, is that special meetings can properly be called only as authorized in the bylaws or when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment.

 

If your bylaws are lacking in this regard, they may need to be amended. If your officers are failing to perform their duties in this regard, they may be disciplined for such failure.

[jstackpo]

The problem with your question(s) (other than yelling at us) is that RONR leaves the details of how to call, and who calls, &c, special meetings up to the particular organization, which information should be in your bylaws.   These are, strictly, not "procedural" (i.e. how to do things in meetings) but administrative questions that can (and do) vary all over the lot.

 

So you will have to interpret your own bylaws, or amend them if you find them lacking.  See p. 588 as a starting point.

[Richard Brown]

I think an unresolved issue here is the question of who (what person or body) must issue the call for a special meeting if written demand is made for one  by 20 percent of the ownership interests pursuant to the bylaws provision for calling special meeting.  I am not referring at all to the options under Florida law.  I'm referring solely to the provision in the bylaws that says, according to the OP, that "The Bylaws provide that special meetings of the members may be called by the President, Vice-President or a majority of the board, and must be called by the association upon receipt of written request by 20% of the voting interests."

 

The problem seems to be that 20 percent of the voting interests have requested a special  meeting but the board has refused to call it.

 

To me, the question is,  by whom and how is the date and time of the special meeting set and how and by whom is the call for the meeting actually issued?   Can the petitioning members set the date, time, and purpose of the meeting in their written request or is it up to the board to do that?   Can the membership bypass the board and direct the secretary to issue the call based on the written request of the membership?  The provision quoted by the OP, if it is indeed a direct quote from the bylaws, says the meeting must be called "by the association".  It doesn't say "must be called by the board".  Well, the association is the membership (or vice versa), isn't it?   So, can the petitioning members direct the secretary to issue the call and leave the board out of it?

 

One thing I would be doing if I was involved is to be getting a commitment from the other members that they positively will not re-elect any officers and board members who refuse to call the special meeting.  And if any can be removed from office, I would be working on that, too.  Apparently a special meeting for that purpose can be done, pursuant to Florida law, with a petition signed by only ten percent of the ownership interests.  In fact, it looks like you can remove then without a meeting if a majority of the voting interests request or demand the removal in writing. 

[Dan Honemann]

We are not in a position to resolve issues arising from bylaw deficiencies here in this forum.

[Vashta Nerada]

I think an unresolved issue here is the question of who (what person or body) must issue the call for a special meeting if written demand is made for one  by 20 percent of the ownership interests pursuant to the bylaws provision for calling special meeting.  I am not referring at all to the options under Florida law.  I'm referring solely to the provision in the bylaws that says, according to the OP, that "The Bylaws provide that special meetings of the members may be called by the President, Vice-President or a majority of the board, and must be called by the association upon receipt of written request by 20% of the voting interests."

 

The problem seems to be that 20 percent of the voting interests have requested a special  meeting but the board has refused to call it.

 

To me, the question is,  by whom and how is the date and time of the special meeting set and how and by whom is the call for the meeting actually issued?   Can the petitioning members set the date, time, and purpose of the meeting in their written request or is it up to the board to do that?   Can the membership bypass the board and direct the secretary to issue the call based on the written request of the membership?  The provision quoted by the OP, if it is indeed a direct quote from the bylaws, says the meeting must be called "by the association".  It doesn't say "must be called by the board".  Well, the association is the membership (or vice versa), isn't it?   So, can the petitioning members direct the secretary to issue the call and leave the board out of it?

 

One thing I would be doing if I was involved is to be getting a commitment from the other members that they positively will not re-elect any officers and board members who refuse to call the special meeting.  And if any can be removed from office, I would be working on that, too.  Apparently a special meeting for that purpose can be done, pursuant to Florida law, with a petition signed by only ten percent of the ownership interests.  In fact, it looks like you can remove then without a meeting if a majority of the voting interests request or demand the removal in writing. 

 

Thank you for the reply.

 

The provision join the bylaws that I quoted was an exact quote from the document.

 

You said "The provision quoted by the OP, if it is indeed a direct quote from the bylaws, says the meeting must be called "by the association".  It doesn't say "must be called by the board".  Well, the association is the membership (or vice versa), isn't it?   So, can the petitioning members direct the secretary to issue the call and leave the board out of it?"

 

This is what I thought but here is the problem. The President and the Secretary are the problematic board members who are refusing to call the meeting. Hence, the members stuck. We tried to post a notice, with an agenda, and did mail everyone the notice as prescribed in the bylaws. Because the notice was not posted by the secretary it was removed. At the meeting, the president claimed the agenda items were improper as the meeting was improperly called. Several members did not come to the meeting because the president informed them ahead of time that the meeting was invalid as called.

 

We have a mess. The developer turned over the condominium association and the declaration and bylaws are completely inadequate, they were a cut and paste hack job that do not spell out what needs to be documented. We need to amend the declaration and bylaws but the current president and secretary on the 3 person board is keeping this from happening. The process described in the statutes to recall board members could take several months depending upon how the two directors who may be voted out react.

 

Your statement:

 

"To me, the question is,  by whom and how is the date and time of the special meeting set and how and by whom is the call for the meeting actually issued?   Can the petitioning members set the date, time, and purpose of the meeting in their written request or is it up to the board to do that?   Can the membership bypass the board and direct the secretary to issue the call based on the written request of the membership?  The provision quoted by the OP, if it is indeed a direct quote from the bylaws, says the meeting must be called "by the association".  It doesn't say "must be called by the board".  Well, the association is the membership (or vice versa), isn't it?   So, can the petitioning members direct the secretary to issue the call and leave the board out of it?"

 

hits the nail on the head with the following proviso; if the secretary does not issue and post the notice, can someone else not on the board do so?

[Vashta Nerada]

The problem with your question(s) (other than yelling at us) is that RONR leaves the details of how to call, and who calls, &c, special meetings up to the particular organization, which information should be in your bylaws.   These are, strictly, not "procedural" (i.e. how to do things in meetings) but administrative questions that can (and do) vary all over the lot.

 

So you will have to interpret your own bylaws, or amend them if you find them lacking.  See p. 588 as a starting point.

 

I was not yelling, just making sure those that were unable to read the previous posts and were discussing the statutes, etc. and not the question of what RONR says, did not miss the point once again.

 

And yes I know we need to amend the bylaws, that is the reason we need to be able to call a meeting and why I came here looking for help.