Reason for a Special Meeting

[Guest SharonH]

A board member (one of seven) wants the President to call a special meeting solely to discuss a topic, the condominium complex's Exterior Paint Project and Tentative Schedule. There are six weeks before the next regular board meeting, at which time this project can be discussed. The project will not take place until April 2023. Is the President bound to call a special meeting in this instance? Thank you.

[Joshua Katz]

What do your bylaws say about special meetings?

[SharonH]

I could not find anything about special meetings in our bylaws or declaration.

[George Mervosh]

On 5/11/2022 at 11:18 AM, SharonH said:

I could not find anything about special meetings in our bylaws or declaration.

Then they cannot be held at all.

"A section authorizing the calling of special meetings should state by whom such meetings can be called—such as the president, the board, or a specified number of members nearly equal to a quorum—and the number of days' notice required. It may be well to provide that no business shall be transacted except that mentioned in the call (that is, the notice) of the special meeting, although this rule would apply even if not expressly stated (see 9:15). If the bylaws do not authorize the calling of special meetings, such meetings are not permitted—except when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see 63:21n9)."  RONR (12th ed.), 56:36

[SharonH]

On 5/11/2022 at 5:23 AM, George Mervosh said:

Then they cannot be held at all.

"A section authorizing the calling of special meetings should state by whom such meetings can be called—such as the president, the board, or a specified number of members nearly equal to a quorum—and the number of days' notice required. It may be well to provide that no business shall be transacted except that mentioned in the call (that is, the notice) of the special meeting, although this rule would apply even if not expressly stated (see 9:15). If the bylaws do not authorize the calling of special meetings, such meetings are not permitted—except when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see 63:21n9)."  RONR (12th ed.), 56:36

Thank you!

[Atul Kapur]

On 5/11/2022 at 11:23 AM, George Mervosh said:

Then they cannot be held at all.

 

On 5/11/2022 at 11:49 AM, SharonH said:

Thank you!

I agree with Mr. Mervosh as to what RONR says, and this is a forum about RONR. However, as this is apparently a condo board, there is almost certainly law and regulation that apply, and they may have rules for special meetings that, if they exist, will supercede RONR.

[Gary Novosielski]

On 5/11/2022 at 12:38 PM, Atul Kapur said:

 

I agree with Mr. Mervosh as to what RONR says, and this is a forum about RONR. However, as this is apparently a condo board, there is almost certainly law and regulation that apply, and they may have rules for special meetings that, if they exist, will supercede RONR.

That is almost certainly true, but it would be rare to encounter a regulation that a special meeting must be called on the demand of a single member.

[Atul Kapur]

Rare and likely a very bad idea. But I have learned not to make any assumptions about the thinking or logic of legislators.

[Gary Novosielski]

On 5/11/2022 at 8:11 PM, Atul Kapur said:

Rare and likely a very bad idea. But I have learned not to make any assumptions about the thinking or logic of legislators.

No argument there.  When I comment on actions of legislatures, I often add "...in their finite wisdom."

[Richard Brown]

@SharonHI urge you to take a second look at your bylaws, articles of incorporation, declarations, and any other governing documents you may have. I find it rather unusual for a condominium or homeowners association to not have a provision for special meetings of the board in the bylaws or some other governing document.