Call of Special Meeting

[Newbie]

Homeowners plan to call for a Special Meeting to determine the number of board members for next year. The current board president prefers to do this at the annual meeting. We likely will decide to go from 7 to 5 board members. The proponents of calling the Special Meeting would like the number of directors to be determined prior to the annual meeting so that candidates have time to declare their intent to run for the board prior to the annual meeting to avoid confusion.

Here is the proposed Call. The top section comes from our Bylaws. Any suggestions are welcome.

Call for Special Meeting of The Association

 

BYLAWS

I.      BOARD OF DIRECTORS.

 

“The number of Directors shall be determined by the Owners from time to time but only at annual meetings or special meetings of the Owners called for that purpose.”

 

Meetings.

 

B. Special Meetings. Special meeting of The Association may be called at any time for the purpose of considering matters which by the terms of the Declaration require the approval of all or some of the Owners or for any other reasonable purpose. Said meetings shall be called by written notice, signed by a majority of the Board of Directors, or by the Owners having one-fourth (1/4) of the total votes, and delivered not less than seven (7) days prior to the date fixed for said meeting. Said notices shall specify the date, time and place of the meeting, and the matters to be considered thereat.

 

 

 

The below homeowners hereby call for a Special Meeting of The Association for the purpose of determining the number of Directors for Fiscal Year of 2020. The meeting will be held on Sunday, September X, 2019 at 1 PM in the driveway of Unit xxR. In the event of inclement weather, the meeting will be held inside the garage at Unit xxR.

 

The majority vote to decide the number of Directors will be by ballot and undertaken by those present and voting with one vote per unit. “Majority” is defined as “more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions”.

 

A quorum of 25% of the Association will be required to put the matter to a vote. Proxy voting will be allowed.

(Signature page follows.)

[Bruce Lages]

What is your question?

[Newbie]

Just now, Bruce Lages said:

What is your question?

Does this Call pass muster? Are there any obvious points we may be missing?

[Bruce Lages]

Assuming that the call garners the required number of signatures, it appears to be in compliance with the procedures specified in your bylaws. However, unless your bylaws say otherwise, the owners calling for the special meeting have no authority to require a ballot vote in advance of the meeting - that decision will be made by those attending the meeting, upon a motion and majority vote. If RONR is specified as your parliamentary authority in your Association's governing documents, there is no need to define a majority vote since RONR already does that. I think it's also questionable whether you can establish that there will be 'one vote per unit' in the call for the meeeting - your governing documents should spell out the basis for voting in your Association and if that is different from 'one vote per unit' you must follow those rules.

[Newbie]

1 hour ago, Bruce Lages said:

Assuming that the call garners the required number of signatures, it appears to be in compliance with the procedures specified in your bylaws. However, unless your bylaws say otherwise, the owners calling for the special meeting have no authority to require a ballot vote in advance of the meeting - that decision will be made by those attending the meeting, upon a motion and majority vote. If RONR is specified as your parliamentary authority in your Association's governing documents, there is no need to define a majority vote since RONR already does that. I think it's also questionable whether you can establish that there will be 'one vote per unit' in the call for the meeeting - your governing documents should spell out the basis for voting in your Association and if that is different from 'one vote per unit' you must follow those rules.

Easy one first: "Each unit depicted on site plans and floor plans shall have one vote."

RONR is specified as our parliamentary authority, however many in the community (and on the board) dismiss it as unnecessary. Thus we have the need to define a majority in writing. I believe we've done things in the past by plurality which was not correct. It may have served someone's need, but not proper protocol.

We'll have to think about the ballot concept.

Thanx for weighing in.

[George Mervosh]

2 hours ago, Newbie said:

Proxy voting will be allowed.

RONR expressly disallows it, so do your governing documents or procedural rules in statute permit it?

[Newbie]

30 minutes ago, George Mervosh said:

RONR expressly disallows it, so do your governing documents or procedural rules in statute permit it?

I think yes...

Under the heading of "VOTING":

The vote appertaining to any unit may be cast pursuant to a proxy or proxies duly executed by or on behalf of the unit owner, or, in cases where the unit owner is more than one person, by or on behalf of any such persons. The proxy or proxies shall list the name of the person who is to vote. No such proxy shall be revocable except by actual notice to the person presiding over the meeting, by the unit owner or by any such persons, that it be revoked. Any proxy shall be void if it is not dated or if it purports to be revocable without notice as aforesaid. The proxy of any person shall be void if not signed by a person having authority, at the time of the execution thereof, to execute deeds on behalf of that person. Any proxy shall terminate automatically upon the adjournment of the first meeting held on or after the date of that proxy. The board of directors of the unit owners' association shall devise procedures to assure that all proxies voted at any meeting are valid and were duly executed by association members having the right to vote.

[jstackpo]

This reads, to me anyway, that proxies are permitted. 

[Josh Martin]

4 hours ago, Newbie said:

We'll have to think about the ballot concept.

What is there to think about? As Mr. Lages stated, the assembly itself, at the special meeting, will determine whether the vote shall be by ballot. Therefore, the language in the call stating that the vote shall be by ballot should be removed.

I also concur with Mr. Lages that it is not desirable to reiterate items in the call which are already defined in RONR or the organization’s rules, but at least this is not as bad as putting things in the call which are (or at least may be) incorrect.

Edited August 20, 2019 at 10:03 PM by Josh Martin

[Gary Novosielski]

Where did the 25% quorum requirement come from?   Is it a coincidence that it is also the number of signatures required to call the meeting, or perhaps a misunderstanding that the two are somehow related?

[Newbie]

2 hours ago, Gary Novosielski said:

Where did the 25% quorum requirement come from?   Is it a coincidence that it is also the number of signatures required to call the meeting, or perhaps a misunderstanding that the two are somehow related?

"The presence at any meeting of The Association of twenty-five (25%) percent of Owners, in person or by written proxy, in response to notice of all Owners of record given in accordance with Section II., Subparagraph "A" or "B" of these Bylaws, shall constitute a quorum."

[Atul Kapur]

I think the bigger point being made here is that your call quotes some parts of the bylaws but then also includes other statements which are based on RONR (eg; majority definition) and some that are based on other parts of the bylaws (eg: quorum) without citing your sources and then include some statements (eg: vote by ballot) which are not based on anything.

You can see where that's gets confusing.

Edited August 21, 2019 at 12:32 PM by Atul Kapur

[Newbie]

6 hours ago, Atul Kapur said:

I think the bigger point being made here is that your call quotes some parts of the bylaws but then also includes other statements which are based on RONR (eg; majority definition) and some that are based on other parts of the bylaws (eg: quorum) without citing your sources and then include some statements (eg: vote by ballot) which are not based on anything.

You can see where that's gets confusing.

Those are all excellent points which I will abide by. As a relatively new association, many don't care about parliamentary rules if they even know there is such a thing. I was trying to preemptively derail some possible points of contention once the meeting was actually called. We have some "know it alls" that try to disrupt by making unsupported statements that they view as gospel.

Realistically, the purpose of this meeting is very simple - picking a number from 3 to 7. In theory, once all the "social yak-yak" has been dispensed with, it should take no more than 10 minutes. (Fingers crossed.)

[Shmuel Gerber]

On 8/20/2019 at 10:43 AM, Newbie said:

The number of Directors shall be determined by the Owners from time to time

 

On 8/20/2019 at 10:43 AM, Newbie said:

The below homeowners hereby call for a Special Meeting of The Association for the purpose of determining the number of Directors for Fiscal Year of 2020.

I don't read the quoted provision as giving the owners the ability to determine the number of directors for one specific year. My interpretation would be that from time to time, the owners determine the number of directors, and it stays at that number until they change it at a later time.

[Newbie]

5 hours ago, Shmuel Gerber said:

 

I don't read the quoted provision as giving the owners the ability to determine the number of directors for one specific year. My interpretation would be that from time to time, the owners determine the number of directors, and it stays at that number until they change it at a later time.

Another excellent point. Glad I shop here "from time to time".

How about this?

The below homeowners hereby call for a Special Meeting of The Association for the purpose of determining the number of Directors effective as of the elections at the upcoming annual meeting. 

[Shmuel Gerber]

14 minutes ago, Newbie said:

 

How about this?

The below homeowners hereby call for a Special Meeting of The Association for the purpose of determining the number of Directors effective as of the elections at the upcoming annual meeting. 

Do the directors take office at the time of the election (as is the default in RONR) or at some later time?

[Newbie]

9 hours ago, Shmuel Gerber said:

Do the directors take office at the time of the election (as is the default in RONR) or at some later time?

Newly elected directors take office once the annual meeting is adjourned. Then a quick meeting of the directors is held for them to vote in officers. That's how it's been done the last couple of years. But based on wording "until respective successors are elected", does that mean the outgoing directors are done at the point election results are announced? Seems like there should be a logical transition point or "passing of the baton" if you will.

"The members of the Board of Directors shall serve until respective successors are elected, or until their death, resignation or removal; provided that if any member ceases to be a Unit Owner, his membership on the Board of Directors shall thereupon terminate."

"The Board of Directors shall annually elect all of the Officers of The Association as set forth in Section "III" of these Bylaws, such officers to be elected from among the members of the Board of Directors. The meeting for the election of officers shall be held at a meeting of the Board of Directors to be called immediately following the annual meeting of The Association of Owners."

[Gary Novosielski]

Yes, as soon as the election is complete, the former directors leave office, and your rule says the new ones take office at adjournment.

Since the directors have no official duties during a general meeting, it's not really important exactly when the transition takes place.  

If the office of president changes hands during this process you could do a little "passing of the gavel" at the end of the meeting, with the new president entertaining the motion to adjourn. But if the identity of the new president is uncertain, pending the subsequent organizational meeting of the board, then that's not feasible.

[Shmuel Gerber]

5 hours ago, Newbie said:

Newly elected directors take office once the annual meeting is adjourned.

That's probably close enough, but ideally you would want the change in the number of directors to take effect simultaneously with the changeover of the board members; otherwise, there is doubt about who is on the board between the time of the election and the time the election goes into effect.

5 hours ago, Newbie said:

But based on wording "until respective successors are elected", does that mean the outgoing directors are done at the point election results are announced?

You say that "Newly  elected directors take office once the annual meeting is adjourned", but do the bylaws actually say that?

[Gary Novosielski]

40 minutes ago, Shmuel Gerber said:

That's probably close enough, but ideally you would want the change in the number of directors to take effect simultaneously with the changeover of the board members; otherwise, there is doubt about who is on the board between the time of the election and the time the election goes into effect.

But in this particular scenario there is no opportunity for a board meeting during that interval of doubt, so the question would seem to be of academic interest only.

[Atul Kapur]

5 hours ago, Gary Novosielski said:

so the question would seem to be of academic interest only.

And your point is?

i.e. "Have you met the forum?"

[Shmuel Gerber]

1 hour ago, Atul Kapur said:

And your point is?

i.e. "Have you met the forum?"

We have met the forum, and it is us.

[Newbie]

23 hours ago, Shmuel Gerber said:

That's probably close enough, but ideally you would want the change in the number of directors to take effect simultaneously with the changeover of the board members; otherwise, there is doubt about who is on the board between the time of the election and the time the election goes into effect.

You say that "Newly  elected directors take office once the annual meeting is adjourned", but do the bylaws actually say that?

I don't think the Bylaws use that exact language. Rather, the statement is:

"The members of the Board of Directors shall serve until respective successors are elected, or until their death, resignation or removal; provided that if any member ceases to be a Unit Owner, his membership on the Board of Directors shall thereupon terminate."

So while new Directors may be elected and announced during the annual meeting, the meeting has continued until adjourned and then the Directors meet to elect officers. There is no wording that says Directors will have to wait days/weeks/months to assume their duties.

[Shmuel Gerber]

On 8/23/2019 at 2:12 PM, Newbie said:

I don't think the Bylaws use that exact language. Rather, the statement is:

"The members of the Board of Directors shall serve until respective successors are elected, or until their death, resignation or removal; provided that if any member ceases to be a Unit Owner, his membership on the Board of Directors shall thereupon terminate."

So while new Directors may be elected and announced during the annual meeting, the meeting has continued until adjourned and then the Directors meet to elect officers. There is no wording that says Directors will have to wait days/weeks/months to assume their duties.

OK, so then it makes sense for the change in the number of directors to be effective as of the elections at the upcoming annual meeting. This should be specified in the motion to change the number of directors that is actually made at the special meeting, not just in the meeting notice.

[Newbie]

Our Special Meeting has been called, with pushback from a couple of folks. We'll consider that noise level at this point. Below is our proposed agenda which I was planning on handing out to folks upon their arrival. Burgundy text are comments or questions that I'd like to run by the Forum. I also included a draft of the meeting minutes to see if we have proper format and content.

Thanx for any/all inputs.

·         Call to order.

·         Motion to request someone to serve as secretary for the meeting, record the proceedings, and publish the minutes. (Note: Our Property Manger typically serves in the Secretary role, but we don’t wish to invite her.)

·         Motion to adopt the agenda. (Hopefully this serves to keep our President, should he attend, from trying to somehow derail these proceedings. He is not in favor of the special meeting, but we have 5 board members, which represents a majority, who are.)

·         Motion to confirm the number of residents present and voting to include any proxy votes. Announce the count and establish the majority criteria. (We likely will have spouses in attendance. Our bylaws stipulate 1 vote per unit.)

·         Motion to propose the vote be taken as a counted show of hands. (I learned this on this site/string. Hopefully this works, but if need be, I will have printed ballots should we need to go that route.)

·         Motion to decide the number of directors (between 3 and 7) to be effective as of the elections at the upcoming annual meeting.

o   Those in favor of having 3 Directors raise your hand.

o   Those in favor of having 4 Directors raise your hand.

o   Those in favor of having 5 Directors raise your hand.

o   Those in favor of having 6 Directors raise your hand.

o   Those in favor of having 7 Directors raise your hand.

·         The vote for “X” directors has a majority.

·         Motion to adjourn.

 

The Special Meeting of the Association of XYZ was held on Wednesday, September 4, 2019, at Unit 16R.

 

Present:

List of all in attendance. (Do officers retain their titles in a special meeting, or are they relegated to simply resident status? Is President supposed to chair the meeting? We list everyone that attended, correct? Not just the spouse that actually voted?)

 

X called the meeting to order at 6:30 PM.

 

X motioned to request a person to serve as Secretary for the meeting. X was nominated/volunteered. All in favor.

 

X motioned to adopt the agenda. All in favor.

 

X motioned to confirm the number of residents present and voting to include any proxy votes. The number of those present and voting was E.G. 17. That results in a majority criteria of E.G. 9.

 

X motioned that the vote be taken by a counted show of hands. All in favor.

 

X motioned to decide the number of directors (between 3 and 7) to be effective as of the elections at the upcoming annual meeting. The counts were as follows:

·         3 directors: x votes

·         4 directors: x votes

·         5 directors: x votes

·         6 directors: x votes

·         7 directors: x votes

 

The majority results in E.G. 5 directors to be effective as of the elections at the upcoming annual meeting.

 

X motioned to adjourn.

 

Note: The minutes of the special meeting are approved at the next regular meeting. Not that this should be included in the minutes, but just as a reminder for us.