Is Special Agenda Needed for Emergency Condo HOA Board Meeting?

Started by NealF • 34 replies • 3391 views

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NealF (California)
Posts: 3

Posted:

An Emergency Board Meeting has been called for the second time in a month with a General Membership Meeting scheduled for the following month. Is a Special Agenda needed and, if so, is a sample available? Thank You!

GeraldT4
Posts: 1,022

Posted:

NealF - Usually when an emergency meeting is called (of the board, or board and membership together) there is little if no time for the usual protocols of notice and agendas. California Davis Stirling requires 4 days notice prior to a regular meeting.

Check out http://www.davis-stirling.com

An agenda can be quickly created - name of association, time, place and agenda item/purpose with as much detail as possible.

The Board can always make all of this, including general minutes available to the owners after the emergency/executive board meeting is called.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Absolutely the "purpose" of the special or emergency meeting should be announced!! This is to protect the absentee voters (and ALL members)should there be a motion offered and voted on.

There may be in your bylaws, some guidelines covering Notice of Meeting, and for emergency meetings guidelines.

I am curious as to why there are so many of these "emergency" meetings being called. What's up?

GeraldT4
Posts: 1,022

Posted:

SusanW1 - NealF wrote this was an emergency meeting of the Board. He did not state it was a special meeting. California Davis Sterling is state statute which provides 4 days prior notice for regular meetings. This is not required for emergencies. However, one would think the Board would provide the membership an outline of the purpose of the meeting and record the general outcome in the minutes.

I too would like to know what's up with the meetings, what is the purpose.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Sorry, but the "agenda" i.e. purpose MUST be stated for emergency or special meetings, including the exact wording of any proposed motion or the possibility of an election.

How else would the membership know if there was going to be a vacancy filled on the Board, a motion to fix the collapsed roof, or any other thing the board deemed "emergency"!!

SusanW1 (Michigan)
Posts: 5,202

Posted:

One more thing - when the meeting's purpose is announced, then the meeting can only cover THAT issue - not any other business.

That is another reason why the agenda should be announced beforehand.

(How many times have you seen where a special or emergency meeting was called to repair the roof, and then there was a vote held on the annual dinner party budget at the same meeting?)

NealF (California)
Posts: 3

Posted:

Many thanks, SusanW & GeraldT4 for your time and replies to my situation. Susan, would you kindly forward this message to GeraldT4 also. We have a General Membership Meeting next Saturday (01-05-2008) and knowing that we had just had a scheduled Board Meeting on 12-08-2007, we were looking to see immediate changes by 12-15-2007 that did not materialize. We therefore scheduled an EMERGENCY Board Meeting for 12-29-2007 to take on our General Manager's work ethic as well as request that she keep her GM position and step down from her dual Board position as Secretary. This situation has caused numerous problems with a myriad of issues including financials, personnel and normal GM duties and responsibilities that have not been handled. I will be recording the meeting (I am the VP and the President is out-of-town) and we anticipate a (4 of 5) quorum. Hope I've made the situation more understandable to you both and I shall let you know what transpires next week. Happy New Year!!!

NealF (California)
Posts: 3

Posted:

Many thanks for your assistance. Replied to SusanW and requested she forward you a copy of my response as I did not know how to send it to both of you at the same time. By the way, since I am recording this Emergency Board Meeting, we will transcribe necessary homeowner issues for hard copy presentation at the General Membership Meeting next Saturday, 01-05-2008. Happy New Year!!!

GeraldT4
Posts: 1,022

Posted:

SusanW1 - Check out California Davis Stirling that is state statute. Please then tell me where you base your statements regarding agenda. You speak about protocol but this is an emergency meeting, not a special meeting. There is a difference between the two. If there is an emergency meeting required the board needs to do what it must as part of it's fiduciary responsibility to protect the association. The formality of prior written notification to the membership at large of topic of discussion and agenda is secondary to the calling of the meeting and the transaction of business itself. Naturally the purpose would be stated to the Board members.I n a time of emergency little if no prior formality would be required. Secondary formality would be required and respectful.

GeraldT4
Posts: 1,022

Posted:

NealF - Your post detail indicates to me the 12-29-07 meeting is a sensitive topic and should happen in private since it involves censure of your GM's positions. The agenda/purpose has been noted to the Board members, I absolutely would not provide notice/agenda the entire community. I would suggest taking general minutes, nothing too specific, just simple statement and outcome of forward movement, motions and final vote with names of Board members in attendance, adjournment of meeting, that kind of stuff. Your post of the detail is about as specific as I'd get with the numerous problems that have been caused. It's important to document the Board as a group took a pro-active approach to correct the problem. At the 1-05-2008 meeting I would place on that agenda 1) Approval of 12-29-08 Emergency Meeting minutes, and 2) Board Appointment of open Board Secretary position. I would state at the 1-05-08 open meeting that as a result of an emergency meeting called by the Board on 12-29-08 there has been an opening of Board Secretary position and the Board is welcoming volunteers for review and appointment.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Neal said that the meeting was to "take on our General Manager's work ethic as well as request that she keep her GM position and step down from her dual Board position as Secretary."

The meeting announcement to ANY member attending that meeting should state:
(in this case, Board members):

Agenda: Motion to remove general manager from Board position of Office of Secretary.

SusanW1 (Michigan)
Posts: 5,202

Posted:

(Of course we are assuming that the Board has the power to remove fellow Board members. This is serious stuff, and should not be done lightly.)

GeraldT4
Posts: 1,022

Posted:

SusanW1 - Yes, serious stuff, not to be done lightly. However an agenda to the Board members has been duly made. Since the meeting is tomorrow, how do you suggest the Board notify the entire community membership? I'm not trying to be argumentative, I'm trying to get you to recognize the distinction between a special meeting, an emergency meeting, and a regularly scheduled meeting and what is necessary to notify the community accordingly. Typically officers, in this case a Secretary, serves at the pleasure of the Board. Typically the power to remove is theirs. If not that would be on my agenda to the community for their input on how to best amend the gov. docs. to provide me that ability as a Board member to act in their best interests.

SusanW1 (Michigan)
Posts: 5,202

Posted:

I understand that this is a Board meeting, and the "members" are the members of the Board.

Still ANY meeting called outside of the regularily scheduled meetings (annual, or regular board meetings)needs to have Notice i.e. statement of purpose (even if it's 24 hours!!!)

Removing a Board member is quite serious and his meeting "agenda" to "take on the general manager" does not warrant a special or emergency meeting. There must be an action (motion) proposed, and that needs to be announced. This is to protect ALL members (of the Board) and especially those who can not be there or thought they might want to just skip a verbal fight session.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

GeraldT4: If I may offer you a response but not to muddy the waters any more than they are....

Your question is centered on how can the entire community membership be notified of an emergency meeting tommorow--for the purpose of a change in the role of Board Secy. Does your membership elect residents to "seats" on the Board? And, those 'elected' Board officers decide among themselves which position/role each will hold? If so, there is no need for the community membership to be alerted or involved in a change to the Secy. role.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

GeraldT4: Sorry, I posted my previous response in error. I meant it for Neal, but now that I re-read his posts, I see that my advice is not exactly accurate nor complete. It is a confusing situation. I apologize to the forum.

DonnaS (Tennessee)
Posts: 5,671

Posted:

First of all, what could possibly be so urgent that a proper notice cannot be given for an emergency meeting? An emergency meeting would be some catastrophic event, requiring membership vote or a similar incident. What this Board is calling an "emergency" is not that. We are required by Fl, to give a 48 hour notification to the residents, with the item or items posted on an agenda.
Some of these knee jerk reactions to a situation should be slowed down to give Board members time to get all available information and to stop long enough to think things out.
This is in California where all meetings are to have proper notification and postings. Sorry, but IMHO, this is certainly not an emergency.

GeraldT4
Posts: 1,022

Posted:

DonnaS - Quite frankly it is not up to us, and I believe inappropriate to say that Neal's meeting is not an emergency meeting. As he clearly details there seems to be some serious dereliction of duty and overlap of responsibility on the GM's part of which the Board has allowed to go on for some time. That in and of itself requires the Board membership to vote swiftly. It should be called as an "emergency meeting", even though it may or may not be within your eyes, or other's opinions, for various reasons. It will protect the Board members for calling a meeting so swiftly and will allow them to provide more informal INITIAL notice and agenda to the BOD to act quickly to protect the association. It will also allow them to govern within Davis Sterling.

GeraldT4
Posts: 1,022

Posted:

PaulM - No need to apologize to me. I understood the purpose of your post and you are correct IMO in the required formal notification to the community. Neal is trying to do the right thing but needs to realize that this is a private censure of an internal situation that can also cause embarrassment to the BOD elect. They are willing to gather and meet on a Saturday to act swiftly, they should be commended, not condemned.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Neal & Gerald: To elaborate a little further, are we to assume the purpose of the 'meeting' whatever type you want to call it, is to remove the person presently assuming the Exec.Board 'Secy' role and to have her only continue with her GM role? Is the GM role an Exec. Board role?

If GM is not part of the Board, and if this person was 'elected' to the Board by the members, the Board cannot remove this person from the Board, but only from her Secy. role. She would still have to assume a 'seat' on the Board.

If it IS to Remove a Board member from a seat on the Board, and the members elected this person, the members would have to be notified of same and remove her from her 'seat'. Does this make any sense?

DonnaS (Tennessee)
Posts: 5,671

Posted:

Gerald,
You are being quite judgemental in several of your posts to a few of us other posters. We all are entitled to our learned opinions without another poster aiming the arrow of difference at them. I post from many years of experience in dealing with these issues. Your opinion is also a valid resource and I may or may not agree with you but it is not the way that dissagreement is handled amongst ourselves. I respect your opinion and will state that I do or do not agree with the concept of the idea.

I think that your use of the word "inappropriate" was not how we embrace each other's opinions. Mine was stated IMHO, which means that this is what I think or believe, not that I am telling someone some thought that was not valid or "Inappropriate" I do research on almost all of my posts where I am a little vague or unsure, so please be more open minded to the other poster's responses.
Thank You, Donna

RobertR1 (South Carolina)
Posts: 5,164

Posted:

I agree with Donna, there is more tiume being spent on what's wrong with the advice than reasonable. The poster will pick and choose what ever it is they want from our advice in total. They are still left with the job of preforming the action. They may do some advice, they may do none, and all we are doing is showing our cards in a poker game. You have to play your own cards.

My big question is after you cut throught this meeting stuff is how is the Board Secretary the GM. That does not make sense, if fact you cannot serve two masters. I would clear that up immediately and then you can start making sense of your problems.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Robert,
Very valid question on exactly what is the position of the GM/ Board Secretary. Were they appointed, elected or what? There are too many unknowns here. But that is not our real arguement here. It is about an emergency meeting. What constitutes one??? One of my associations defines it as to having to deal with a situation that cannot be held until a 48 hour meeting can be called, including catastrophic repairs and damages to association property. So my opinion still remains the same, it is not under the definitions of an emergency meeting. IMHO!!! Sterling /Davis Act requires a 4 day notice. Does S/D have allowances for "emergency"? Unless this is a closed meeting reguarding disclipinary actions or health issues, it should NOT be closed to the membership.

And Susan has stated in several of her posts about the "emergency meeting" having a posted agenda. I am just adament about all and every meeting being posted and having the agenda known to all members. In Florida there are no provisions for an immediate emergency meeting. 48 hours is the shortest notification being allowed per the Statutes.

SusanW1 (Michigan)
Posts: 5,202

Posted:

I don't believe I said "posted" - but I do mean "stated" purpose (whether that is posted on the bulletin board, printed in a newsletter, emailed, by phone message, or however it gets to the members in due time) for these special or emergency meetings.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Donna and Susan,
I agree all meetings should have notification, no doubt about it. But the very word EMERGENCY suggest something must be done expeditiously. The emergency dictates the process, not the other way around when the board dictates or document dictates a time frame. In any event, we meet each problem after making a joint decision, or we should, If it fits to follow a covenant we do it, if not we do the best we can. We are still not yet a society that abides my Law to the letter, human factors are still a large part of what turns the word.
My advice to this poster is if she feels she can justify calling an Emerbency Meeting, do the best she can. I suspect in this case the Special meeting is the way to go. If you are going to charge anyone for illegal doings at any meeting, best not to have ameeting at all and resort to other procedures. I just don't know what an Emergency meeting is and by this time, this Emergency, if it has not been held is no longer an Emergency.

GeraldT4
Posts: 1,022

Posted:

DonnaS - Sorry you take offense to your post and opinion being challenged. But quite frankly you were doing the same thing by in effect challenging Neal's calling this meeting an emergency meeting. And it seems to me you were saying in effect that notification process to the membership isn't being followed, etc. When in reality there were compelling reasons for Neal's HOA BOD to act swiftly.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Again, your opinion verses mine so ---compelling reason ????

GeraldT4
Posts: 1,022

Posted:

Quote:

Posted By DonnaS on 01/01/2008 8:19 AM

Again, your opinion verses mine so ---compelling reason ????

DonnaS - In answer to your post I consider Neal's reason for calling the meeting an emergency reason to be compelling. Neal's clarified early on as follows: "...we were looking to see immediate changes by 12-15-2007 that did not materialize. We therefore scheduled an EMERGENCY Board Meeting for 12-29-2007 to take on our General Manager's work ethic as well as request that she keep her GM position and step down from her dual Board position as Secretary. This situation has caused numerous problems with a myriad of issues including financials, personnel and normal GM duties and responsibilities that have not been handled."

To me I consider this qualify as an emergency meeting so that the Board can discuss what to do and then vote at the regularly scheduled meeting a couple days later (1-05-2008) on the matter.

RogerB (Colorado)
Posts: 5,067

Posted:

Gerald, the reason provided may justify a special Board meeting but IMO not an emergency Board meeting.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

RogerB: I agree with your opinion and perception. But, it was the poster/Board who decided that it be deemed an "emergency" meeting. The die was already cast.

I would ask us posters to realize when there is not enough info/particulars given initially, to tread carefully and ask questions so as not to get into heated differences with each other. It doesn't really serve the original poster accurately. After all, we're all just trying to help.

The Best of 2008 to you, Roger!

DonnaS (Tennessee)
Posts: 5,671

Posted:

Thank You Paul,
Yes, how easily we become engaged in difference of opinions. One of the most confusing items that brings some arguements to a head is how the different State laws, rules and Statutes are . Being from Florida, we have some of the most wordy statutes to follow. They are rather explicit in how associations are to be governed and I sometimes forget that many other States are less strict and a lot less involved in condo and HOA life. I am a strong proponant in some basic laws for HOA, Co-ops, mobile homes and condos to follow. But that's my dream world. Again, Thanks!

SusanW1 (Michigan)
Posts: 5,202

Posted:

Bottom line is - Emergency OR Special Meetings are called for SPECIFIC reasons. This must be stated in the Notice of the Meeting or the Call For The Meeting.

These meetings should not be for discussion, venting, comittee work, etc., but rather to propose and vote on a motion to do a Board action. (Take action because the roof blew off, water main broke, etc. or recall an officer, fire an employee)

That motion should be stated in the Call. All members who meet for this meeting need to have Notice.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

SusanW1: And, then, how does your info--definition and notice to be issued-- assist the original poster, NealF, in the purpose of their 'emergency' meeting?

SusanW1 (Michigan)
Posts: 5,202

Posted:

NealF's original question was;

"An Emergency Board Meeting has been called for the second time in a month with a General Membership Meeting scheduled for the following month. Is a Special Agenda needed and, if so, is a sample available? Thank You!"

The Agenda = the Notice of the Meeting, or Call for the Meeting and a statement of the proposed motion.

And that is the ONLY subject that can be dealt with at that meeting, since it was called for that purpose.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Neal and everyone,

It took me long enough but the answer to your question is below in Cal.SB528

The answer as I read it is "NO" you do not need an agenda for an emergency meeting .

4) (A) Notwithstanding paragraph (1), the board of directors may take action on any item of business not appearing on the agenda posted and distributed pursuant to subdivision (f) under any of the following conditions:
(i) Upon a determination made by a majority of the board of directors present at the meeting that an emergency situation exists. An emergency situation exists if there are circumstances that could not have been reasonably foreseen by the board, that require immediate attention and possible action by the board, and that, of necessity, make it impracticable to provide notice.

It also states reasons that are considered "EMERGENCY" according to SB528. I think that Boards are using this classification much too readily.

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