Special meetings/No bylaws

[Deanne Torres]

I just joined a homeowners board in which by-laws do not exist.  I follow Roberts rules the best I can. On the road to getting these we have to run meetings.  I am currently following the NC homeowners state statutes 47F and they do not list special meetings.  We need to meet within 24 hours to  have a special meetings to cover two topics in which can not wait till the next meeting.   Can we still vote if all board members are not there and we have a quorum?   Any help would be greatly apricated.  I just to be sure until bylaws are in place we follow a correct guideline.

Edited July 21, 2021 at 10:07 PM by Deanne Torres

[Richard Brown]

15 minutes ago, Deanne Torres said:

I just joined a homeowners board in which by-laws do not exist.  I follow Roberts rules the best I can. On the road to getting these we have to run meetings.  I am currently following the NC homeowners state statutes 47F and they do not list special meetings.  We need to meet within 24 hours to  have a special meetings to cover two topics in which can not wait till the next meeting.   Can we still vote if all board members are not there and we have a quorum?

Well, first we need more information so I have a couple of  questions.

First, are you referring  to a special meeting of the membership  or of the board?  For future reference, when coming here for help, it helps us to know whether we are discussing board meetings or meetings of the general membership.

Second, are you sure there is absolutely no mention of special meetings of either the board or the membership in your bylaws?  That would be most unusual for a homeowner's association.  What about your articles of incorporation or the declarations?

If the rules in RONR are controlling, you cannot even have special meetings without authorization in the bylaws or some other governing document, such as the articles of incorporation.  It is possible they are authorized by operation of state law, but that is something an attorney needs to advise you on. 

If special  meetings are authorized somewhere in your governing documents or state law, you need to follow whatever procedures are set out therein for special meetings.  Those  requirements almost always provide for a certain number of days notice and for specifying the items of business to be taken up.  If the meetings are authorized but there is no provision for notice, RONR requires that "reasonable notice" be given.  I question whether 24 hours notice is sufficient notice for a membership meeting and even for a board meeting unless it is a dire emergency that cannot wait even a few more days.  A notice requirement of three days or more is typical for special board meetings and a longer requirement for special membership meetings.   It may ultimately be your membership that has  do decide how much notice is reasonable notice.  Assuming you are talking about a special board meeting, is it reasonable to expect that all (or even most) of your board members can attend a meeting with only 24 hours notice?  That varies on a case by case basis and depends at least in part on the size of the board.  It might well be that nobody will object to 24 hours' notice.

You asked, "Can we still vote if all board members are not there and we have a quorum?"  That depends on whether you can have special meetings at all and, if so, whether adequate notice was given.  There is no definitive number of days' notice that must be given per RONR.  Per RONR it must be "reasonable".  Most bylaws specify the number of days notice that must be given.  The notice must specify the particular items of business to be taken up at the special meeting.  If you  give proper notice, regardless of the standard, you can legitimately conduct business as long as you have a quorum.  If ALL members are present, the notice requirement is waived and is no longer an issue.

You might take a look at sections 9:13 to 9:16 in RONR (12th ed.) for more information on having special meetings.

[Josh Martin]

23 hours ago, Deanne Torres said:

I just joined a homeowners board in which by-laws do not exist.  I follow Roberts rules the best I can. On the road to getting these we have to run meetings.  I am currently following the NC homeowners state statutes 47F and they do not list special meetings.  We need to meet within 24 hours to  have a special meetings to cover two topics in which can not wait till the next meeting.   Can we still vote if all board members are not there and we have a quorum?   Any help would be greatly apricated.  I just to be sure until bylaws are in place we follow a correct guideline.

While it may well be that the organization has no document with the specific name "bylaws," it seems extremely unlikely that the organization has no governing documents whatsoever. It may be that the document which serves an equivalent function to the bylaws has a different name in your organization. What document defines the membership of your organization, the structure of the organization's board, and other such matters? Does that document say anything about special meetings?

Edited July 22, 2021 at 09:01 PM by Josh Martin

[Deanne Torres]

The only documents we have are covenants in which do not define the board. The articles of incorporation do not have any laws written.

 

We are at the whim of our management company in which I feel is not following the rules correctly as I have worked in the government and followed Robert's rules. But I am definitely not an expert.

The only governing documents would be North Carolina's homeowners association statutes 47 f. And which will not define the board, terms meetings, duties etc.

[Dan Honemann]

43 minutes ago, Deanne Torres said:

The only documents we have are covenants in which do not define the board. The articles of incorporation do not have any laws written.

Well, you say that you have a board and that you are a member of it. How do you know this?

[Josh Martin]

7 hours ago, Deanne Torres said:

The only documents we have are covenants in which do not define the board. The articles of incorporation do not have any laws written.

We are at the whim of our management company in which I feel is not following the rules correctly as I have worked in the government and followed Robert's rules. But I am definitely not an expert.

The only governing documents would be North Carolina's homeowners association statutes 47 f. And which will not define the board, terms meetings, duties etc.

I think your organization may have bigger problems than your current question about special meetings.

Regarding your current question, however, it appears that no governing document of the organization refers to special meetings of the board. If this is the case, special meetings of the board cannot be held.

Edited July 22, 2021 at 09:02 PM by Josh Martin

[George Mervosh]

What board?  

[Shmuel Gerber]

22 minutes ago, George Mervosh said:

What board?  

The one in which by-laws do not exist. Try to keep up, man. 🙂

[Guest Puzzling]

18 hours ago, Deanne Torres said:

The only governing documents would be North Carolina's homeowners association statutes 47 f. And which will not define the board, terms meetings, duties etc

Really have a look at the website of the homeowners protection bureau hopb www.hopb.co 

 Especially https://www.hopb.co/north-carolina

 

[Gary Novosielski]

On 7/22/2021 at 5:09 PM, George Mervosh said:

What board?  

The one that can't meet.