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Subject: Number of members needed for a special meeting
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04/23/2021 5:33 PM  
Number of members needed for a special meeting?

Bylaws read 1/3rd
TN Horizontal Property Act § 66-27-408 reads 20%?
TN Non-profit statutes § 48-57-102 reads 10% "Unless the charter otherwise provides"

Would the answer be 20%?

(145 units, condos, TN)

Bylaws below:

[]Special meetings of members shall be held whenever called by the President, any Vice-President, or by a majority of the Board of Directors, and
must be called by any such officer upon his or her receipt of a written request for a meeting from members entitled to cast not less than one-third(1/3) of the votes of the entire membership.

[]Compliance with Statute. These Bylaws are intended to comply with the
requirements of the Horizontal Property Act of Tennessee, Chapter 27 of Title 66,
Tennessee Code Annotated, as it may be amended from time to time. If any of these
Bylaws conflict with the provisions of that statute, then the provisions of the statute will apply.


04/23/2021 6:26 PM  
My answer is 20%.

I looked at the statute sections you cited. I checked the applicability of the statutes. The Horizontal Property Act conflicts with the Bylaws on this subject. Per the Bylaws, the Act prevails.

Thank you for being thorough and precise. Impressive.


05/05/2021 2:54 AM  
I think it's 30%. 20% is far too low


05/05/2021 3:07 AM  

In this case, the Corporate statute defers authority (control) to the governing documents.
The governing documents are in conflict with the property statute.
Therefore, the property statute controls.

In fact, the property statute would have deferred control to the governing documents providing those documents specified a percentage lower then 20%.


05/05/2021 3:26 AM  

When there are conflicts between the governing documents and the applicable statutes (laws), it's always important to identify what document or statute the Association must comply with. Unfortunately, it isn't always clear. Sometimes you must read each individual word.

Some examples:

Shall and Must are words that specify a requirement.
"May" is a word that specifies an option.

If you serve on a Board or Committee of an Association you are placed in a position of having to read and understand a State or Federal law. Most, including myself, do not have formal training the field of Law. Additionally, most of us don't always want to pony up funds for a legal opinion of the law. However, there are resources that can assist you. Here are a few:

Nolo Press, How to read a Statute

How to read a Judicial Opinion: A guide for New Law Students

Wikipedia Statutory interpretation

A Guide to Reading, Interpreting and Applying Statutes From Georgetown University Law Center

Lesson Plan by Michigan Court on how to interpret laws
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