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Subject: Special Meeting Requirements - Bylaw or Statue
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StevenM8
(Minnesota)

Posts:18


09/23/2019 8:04 PM  
I am part of an HOA in Minnesota. I am trying to determine how many members are required to sign a petition to hold a special meeting.

The state statute says - " if at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less"
The HOA bylaws says "ten (10) or more Lots or by two (2) directors"

If the HOA had 200 members. Would 10 members be enough or would they need 20?

I am not 100% sure. The bylaws are certainly less restrictive.

https://www.revisor.mn.gov/statutes/cite/308B.241

NpS
(Pennsylvania)

Posts:3866


09/23/2019 8:24 PM  
If you are an HOA, I think the applicable statute is at https://www.revisor.mn.gov/statutes/cite/515B.3-109. See below.

Sections (a) and (b) both start with "Unless the bylaws provide otherwise, ..."

Your bylaws do say something different. So you should go with what's in your bylaws instead of what's in the statute.

515B.3-109 QUORUMS.
(a) Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the association if unit owners entitled to cast in excess of 20 percent of the votes in the association are present in person or by proxy at the beginning of the meeting. If a master developer or declarant or their affiliates are members of a master association or an association, as applicable, they shall be deemed to be present for purposes of establishing a quorum at a meeting called pursuant to section 515B.2-121(c)(2) or 515B.3-103(d), as applicable, regardless of their failure to attend the meeting.

(b) Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the board if persons entitled to cast in excess of 50 percent of the votes on that board are present in person at the beginning of the meeting.

Sikubali jukumu. Read all posts at your own risk.
MarkW18
(Florida)

Posts:196


09/23/2019 8:29 PM  
Disregard the above response, that is strictly for quorum. Your question was what does it take to call a special meeting.

515B.3-108 MEETINGS.
(a) A meeting of the association shall be held at least once each year. At each annual meeting, there shall be, at a minimum, (i) an election of successor directors for those directors whose terms have expired, (ii) a report on the activities and financial condition of the association, and (iii) consideration of and action on any other matters included in the notice of meeting. Unless the bylaws provide otherwise, special meetings of the association may be called by the president and shall be called by the president or secretary upon the written petition of a majority of the board or unit owners entitled to cast at least 20 percent of the votes in the association.
StevenM8
(Minnesota)

Posts:18


09/23/2019 8:34 PM  
I added the wrong link.

https://www.revisor.mn.gov/statutes/cite/317A.433
StevenM8
(Minnesota)

Posts:18


09/23/2019 8:35 PM  
317A.433 SPECIAL MEETINGS OF MEMBERS WITH VOTING RIGHTS.
§Subdivision 1.Who may call. A corporation with members with voting rights shall hold a special meeting of members:
(1) on call of its board or persons authorized to do so by the articles or bylaws; or

(2) if at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, sign, date, and deliver to the president or the treasurer one or more written demands for the meeting describing the purpose for which it is to be held.
StevenM8
(Minnesota)

Posts:18


09/23/2019 8:36 PM  
Our bylaws says 10 owners. Which is it? 10% of voters with rights like statute or 10 owners?
NpS
(Pennsylvania)

Posts:3866


09/23/2019 8:41 PM  
317A is for non-profit corporations.
515b is for common interest communities.
I think Mark is correct.

Sikubali jukumu. Read all posts at your own risk.
StevenM8
(Minnesota)

Posts:18


09/23/2019 9:05 PM  
Here is the bylaws.

https://www.woodlandvillageofblaine.com/file/document-page/2147215038/BCmwrUwsLPiBPZu5.pdf

I am looking at page 27. Bylaw 10. It talks about 317A.435. That is what had me looking at 317A.
MarkW18
(Florida)

Posts:196


09/23/2019 9:06 PM  
I looked up three HOA's in Minnesota, all three had requirements of 25%. The state statues does states UNLESS, so it would be whichever is less.
StevenM8
(Minnesota)

Posts:18


09/23/2019 9:15 PM  
I guess I am more concerned about our bylaws. It references 317A everywhere.

StevenM8
(Minnesota)

Posts:18


09/23/2019 9:19 PM  
It says we are 515B.1-102 exempt.

StevenM8
(Minnesota)

Posts:18


09/23/2019 9:45 PM  
Reading the bylaws.

It looks like our Master is a 515b and sub association is a 317A. I am trying to figure it out for the sub.

StevenM8
(Minnesota)

Posts:18


09/23/2019 9:46 PM  
Back to here now that subassocation is a 317A

https://www.revisor.mn.gov/statutes/cite/317A.433
MarkW18
(Florida)

Posts:196


09/23/2019 10:17 PM  
An educated guess, if you are trying to call a meeting for the sub-association, use the requirements of 517b
TimB4
(Virginia)

Posts:16542


09/23/2019 11:08 PM  
Steven,

The section of statute quoted by Mark defers to the Bylaws.

If you are incorporated, the section of statute you cited would be applicable.

With what you provided, you will need 10% of the lots.

Typically, and check with your Bylaws, the membership signs a petition to hold a special meeting of the membership for a specific purpose. These petition is then delivered to the board who organizes the meeting. If the board fails to respond, then the members must follow the required procedures for notice, etc. to hold the meeting.


Hope this helps,

Tim
StevenM8
(Minnesota)

Posts:18


09/24/2019 8:07 AM  
Posted By TimB4 on 09/23/2019 11:08 PM
Steven,

The section of statute quoted by Mark defers to the Bylaws.

If you are incorporated, the section of statute you cited would be applicable.

With what you provided, you will need 10% of the lots.

Typically, and check with your Bylaws, the membership signs a petition to hold a special meeting of the membership for a specific purpose. These petition is then delivered to the board who organizes the meeting. If the board fails to respond, then the members must follow the required procedures for notice, etc. to hold the meeting.


Hope this helps,

Tim




I read this article.

http://archive.naplesnews.com/business/richard-white-do-state-statutes-override-condominium-bylaws-ep-389139471-330913081.html/

"Say the bylaws require that a meeting notice must be posted 24 hours in advance of the board meeting, the state statute will override the bylaws as the statutes says that notices must be posted 48 hours in advance of the meeting.

There is an exception to the order of powers in that if the lower law is more restrictive, then the lower power will prevail. Let us use the same example but say the bylaws require a 72-hour notice. In this situation, the 72-hour posting must be used as it contains the 48-hour notice found in the statutes."

I read that and think that in no way would the statue overrule a bylaw that is more inclusive of the members. The bylaw could state that 100% is required and the governing bodies could basically void action.

MarkW18
(Florida)

Posts:196


09/24/2019 8:24 AM  
Are you more worried about the number of hours a notice must be posted over how many people have to sign a petition? I thought your original question was how many members need to sign a petition?
StevenM8
(Minnesota)

Posts:18


09/24/2019 9:08 AM  
Posted By MarkW18 on 09/24/2019 8:24 AM
Are you more worried about the number of hours a notice must be posted over how many people have to sign a petition? I thought your original question was how many members need to sign a petition?




How many members need to sign.

I got a legal opinion on the bylaws vs statute. It would be bylaws.

"317A.433 SPECIAL MEETINGS OF MEMBERS WITH VOTING RIGHTS.
Subdivision 1.Who may call. A corporation with members with voting rights shall hold a special meeting of members:
(1) on call of its board or persons authorized to do so by the articles or bylaws; or

(2) if at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, sign, date, and deliver to the president or the treasurer one or more written demands for the meeting describing the purpose for which it is to be held.

Subd. 2.Notice. Within 30 days after receipt of a demand for a special meeting from members with voting rights, the board shall cause a special meeting to be called and held on notice no later than 90 days after receipt of the demand at the expense of the corporation. If the board fails to cause a special meeting to be called and held as required by this subdivision, a member with voting rights "making the demand may call the meeting by giving notice under section317A.435 at the expense of the corporation.
JohnC46
(South Carolina)

Posts:8827


09/24/2019 9:50 AM  
One has to pay attention to any state law/rule that includes: Unless the Bylaws say otherwise. This simply means the associations Bylaws apply over everything else. SC Laws are riddle with this as they believe in allowing a corporation to run itself.
StevenM8
(Minnesota)

Posts:18


09/24/2019 12:14 PM  
Posted By JohnC46 on 09/24/2019 9:50 AM
One has to pay attention to any state law/rule that includes: Unless the Bylaws say otherwise. This simply means the associations Bylaws apply over everything else. SC Laws are riddle with this as they believe in allowing a corporation to run itself.




I am learning that quickly. Thank everyone for the help and replies. It was like going back to school for me.
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