who presides over BoD Special meetings

Our president has presided over most meetings, but now a director has called a special meeting and put it on the agenda to take a vote to establish who will preside. Our bylaws say nothing except that the president shall be CEO and shall have genl supervision of officers. Nothing about meetings. I am new to all of this , and the bylaws seem very vague. Where can we all find some guidance? Thanks.

The president should preside if that is one of his/her duties. Is this meeting about removing the president?

Diana,

As others have said, the President typically presides over all Board meetings and the VP when the President is unavailable.

Some Associations bylaws or CC&Rs actually specify this as one of the duties of that office.

All this said, there is obviously some sort of friction that caused this to be placed on the agenda. Until the cause of the friction is dealt with, it's probably a mute point as to who actually presides over the meetings.

Tim

Diana,

Most bylaws I am aware of usually specify that the president presides at ALL meetings of the association (and all meetings of the board, meaning regular and special meetings), and that the vice president presides in the absence of the president or when the president is unable to preside.

Accepted parliamentary procedure (ie., Roberts Rules) reads the same. Therefore, according to accepted parliamentary procedure, any motion to take a vote to determine who will preside when either the president or vice president is available, is out of order.

Your director is likely ignorant of the bylaws and of standard parliamentary procedure.

Thank you for the replies. Tim is right, there is definitely friction between a director and the president. I believe the reason the director wants to vote on who presides is because he feels there is a conflict of interest, as one of the points on the agenda involves the president's units. But all three directors have equal votes so I dont see that who presides makes a difference. I thought I did read somewhere that the one who calls the special meeting leads, but again nothing specific in our bylaws.

Can we back up, here?

A "director" called a special meeting - of the Board or of the HOA Membership?

There are procedures for calling a special meeting of the HOA Members, including noticing them of the meeting and the purpose.

I don't know what kind of meeting would be called by a director, unless it was as a Member of the HOA.

As others have stated, the president will generally precide over any meeting of the association, whether it be Board, Annual or Special.

Our Bylaws state that "The President, any two Directors or 5% of the membership may call a Special Meeting of the Members". Furthermore, our Bylaws also state that "The President, two Directors may call a Special Meeting of the Board"

Petunka,

What is your parliamentary source for these statements? Someone's bylaws or other governing source would specifically have to provide for this. Otherwise, accepted parliamentary procedure would apply.

Petunka,

Thanks. I was more interested in your references to who presides at special meetings. With respect to the annual meeting, I did note that in the section of the bylaws you quoted. Our state law requires HOAs to follow Roberts Rules.

Thanks for your thoughts re. Irene. We fared well, but many in the state did not. Many trees downed and over 700,000 without power. Some shoreline homes washed out to sea and the CT river flooded. Our HOA community got power back in about 3 days. Our daughter's family just got power back last night. As of this morning there are still 27,000 homes and businesses without power. Our HOA landscaper was on the job and came the day after the storm and cleaned up the entire community.

Thanks. I was more interested in your references to who presides at special meetings. [Bruce]

Bruce,

Our By-laws state: ‘The order of business at annual members’ meetings and, as far as practical at other members’ meetings, shall be: Elections of chairman… etc.

Here is my understanding:

If a special meeting is called by the Board than it would be 'practical' for the President to preside because the agenda is set by the Board . Plus, there is no election at such meeting. You see, our Board has the authority to fill vacant spots. Consequently, a special meeting would most likely be limited to amending docs or authorizing major improvements, etc.

If called by the members the chairman should be elected. There is no reason for the members to call a special meeting unless the Board does not want to comply with recommendations submitted by the membership. Such meeting could also include amending docs or improving a property proposed by the membership. Or, the meeting could be about removing a board member. It would not make much sense for the President to preside. Do you agree?
Glad you are ok.

Which makes me ask; is there anything in your state laws (HOA or corporate) that could conflict with what's in your bylaws? [Bruce]

Bruce,
Not as far as I know. Both the corporate and HOA laws leave it pretty much to the Articles and By-laws. One major exception: Florida legislature lowered the quorum requirement for all meetings of members from a majority to a max of 30%.

The President or VP would preside.