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Subject: Special meeting
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AnnS12
(Wisconsin)

Posts:10


12/14/2019 10:51 AM  

The members of our association have called for a special meeting to discuss the boards decision to raise monthly fees $50.00. The board has specified that this money will be used to our capital reserve account, specifically to cover the cost of new roofs, gutters and downspouts, which will be needed in 3-5 years. Our current reserve account stands at $280,000.00 and we will need approx. %670,000.00 to complete the project. There is nothing in our by-laws that limit the amount of increases. It states that the board shall determine what sums, in any, will be required for improvements, capital expenditures, reserves or replacement funds, or other operations.
I have now received a request for the organizer of the meeting for a for a proxy vote as they plan to put forth a motion at the meeting (they didn't say what the motion is for).
My question is, can the put forth a motion and would it be binding for anything since the board has already approved the increase.
MarkW18
(Florida)

Posts:515


12/14/2019 11:05 AM  
Generally, without knowing what your governing docs or state codes say, the answer is yes.

First, they need the proper number of signatures on a petition to call for a meeting. Then they need the proper number to reach quorum in order to hold the meeting, then, if that is reached, then a motion by one of the members present can call for a motion and they could overturn a Board's decision.
KerryL1
(California)

Posts:6904


12/14/2019 11:12 AM  
I wonder, though, if WI codes come into play re: the amount any HOA can raise dues in a year without an owner vote. Though your bylaws don't lin fit o how much des may be raised, your state might.

I also wonder if the members can vote to overturn a board decision. In CA, Owners can vote to overturn a new or amended rule. But can Owners in WI vote to overturn a simple dues increase?

What is your role, Ann?
JohnC46
(South Carolina)

Posts:9137


12/14/2019 12:11 PM  
Ann

You will have to check your own docs but in general:

1. A BOD can raise the dues. In our case, we can raise them as much as we want but only once a year effective 01/01.

2. Generally members do not need to approve a dues increase. In some cases, they can turn it down. In our case to turn it down, owners would call for a Special Meeting with the purpose of Rejecting the New Budget (which includes the dues increase). It will take 2/3rds of ALL OUR MEMBERS voting YES to reject it. I REPEAT, 2/3rds of ALL OUR MEMBERS. If rejected, we go into the new year with last year's budget but dues automatically raised 3%.

Typically a Special Meeting must have a narrow and clearly defined agenda (such as Reject the 2020 Budget) and the agenda must be followed. It is not meant to be a general bytching session.

AnnS12
(Wisconsin)

Posts:10


12/14/2019 12:14 PM  
I am the Secretary for the Association. the Special meeting is this week. The petition states the purpose of the meeting is to discuss the $50.00 increase.
I have researched Wi Condo law. There is no limit on increases and the Board has approved it.
There is nothing in the bylaws that allows for a vote to overturn.
They are now requesting a proxy form as they want to introduce a motion. They do not state what the motion is.
I thought a proxy give them the right to vote. What can they vote on. The increase has already been aoproved.
JohnC46
(South Carolina)

Posts:9137


12/14/2019 12:20 PM  
Ann

Typically a new budget has to be presented to the owners for their acceptance and in some cases, the owners could reject it. You have to read your docs closer. Maybe get a legal opinion.

So far all you have on your hands is Special Bytching Meeting. If so, do not have the BOD participate. At the most, have the BOD present a document with the reasons why and showing the numbers. Then zip lip.
AugustinD


Posts:2608


12/14/2019 12:26 PM  
-- I agree with what everyone above posted except for one item: Reversing a board vote. It is highly unlikely the Members can do this. Do check your governing documents for what they say, and as Kerry, said also Wisconsin statutes.

-- If the organizers are determined to stop this increase, then nationwide every governing document I have seen or heard about states Members must call a Special Meeting to remove directors and install their own directors.

-- As some noted above, the meeting must be "properly legally noticed." This means the agenda has to be crystal clear and distributed the required number of days in advance of the meeting date.

-- If someone wants to make a significant motion at the Special Meeting, it would have to be on the legal notice of the Special Meeting. (Lesser motions related to the main topic and of no substantive consequence might be fine?) So far AnnS12 indicates the purpose of the meeting is for Members to discuss the assessment increase. This means directors cannot be removed at this meeting and there sure as heck cannot be a lawful motion to simply reverse the board's decision.

-- Someone needs to explain to members that they cannot lawfully bring surprises to the meeting other than maybe their own shrill (or preferably reasoned) voices opining on this or that. They may think it's cute to plan on a surprise motion but it's actually unlawful. Allowing surprise actions at the meeting defeats the purpose of "proper legal notice."
CathyA3
(Ohio)

Posts:755


12/14/2019 12:27 PM  
More questions: What are the state's laws governing reserve accounts and reserve studies?

* Must you fund to a specific level? If not, must homeowners approve any shortfall, and how often?

* What do the state's laws say about obtaining loans in lieu of raising funds through assessments, and what are the implications of doing so?

If the state's laws and the association's bylaws are silent on the subject of homeowner approval of the budget and assessments, then the owners can meet and vote to their heart's content, but the vote is not binding. In addition, if your state requires you to fund your reserves as needed according to your most recent reserve study, then you have no choice about doing so. Your only option would be to cut operating expenses if your assessments had to stay the same. If my association had ever found itself in such a predicament, we would have moved water and trash charges back to the homeowners and out of the association budget (which would have cost the homeowners more overall, but many don't understand this).

Frankly, I'm always alarmed when I read about states where homeowners can simply vote to not approve an increase in assessments, especially since so few homeowners have a thorough understanding of their association's finances. Do they think that the expenses will magically go away if the money isn't there? I understand the need to reign in a spendthrift board, but that's not the way to go about it.
JohnC46
(South Carolina)

Posts:9137


12/14/2019 12:27 PM  
As far as the Proxy goes, I think they may have a vague but incorrect idea how a Special Meeting is conducted. This is why many result of Special Meetings are legally overturned. They seem to be saying give us a Proxy and we will decide how to use it and in some case they could do that but now we are back to a Special Meeting needing a defined agenda and what is to be voted on known before the meeting.

Not to play lawyer, but any 1st year law student could get the meeting results overturned based on what you have said.
JohnC46
(South Carolina)

Posts:9137


12/14/2019 12:28 PM  
Posted By JohnC46 on 12/14/2019 12:27 PM
As far as the Proxy goes, I think they may have a vague but incorrect idea how a Special Meeting is conducted. This is why many result of Special Meetings are legally overturned. They seem to be saying give us a Proxy and we will decide how to use it and in some case they could do that but now we are back to a Special Meeting needing a defined agenda and what is to be voted on known before the meeting.

Not to play lawyer, but any 1st year law student could get the meeting results overturned based on what you have said.




ADD ON

I suggest you have the HOA's lawyer attend the meeting and speak for the BOD.
JohnC46
(South Carolina)

Posts:9137


12/14/2019 12:31 PM  
AUG

My post was not saying overturn a BOD decision. It was saying there might be provisions for not accepting the new budget with the dues increase in it.
AugustinD


Posts:2608


12/14/2019 12:42 PM  
Posted By JohnC46 on 12/14/2019 12:31 PM
My post was not saying overturn a BOD decision. It was saying there might be provisions for not accepting the new budget with the dues increase in it.


John, my post was referring to what MarkW18 asserted. I agree with what your post said.

I am looking at the Wisconsin Condominium Act at https://docs.legis.wisconsin.gov/statutes/statutes/703/161

and the "Nonstock Corporations Act" at
https://docs.legis.wisconsin.gov/statutes/statutes/181

. So far I do not see anything indicating that the Members can do anything about a budget or assessment increase they do not like, other than vote in new directors. Nor do I see any requirement for members to approve a budget.

MarkW18
(Florida)

Posts:515


12/14/2019 1:09 PM  
Special Meeting of the Members can be called for a NUMBER of different reasons, NOT just for recalling a Board of Board member.
AugustinD


Posts:2608


12/14/2019 1:16 PM  
Posted By MarkW18 on 12/14/2019 1:09 PM
Special Meeting of the Members can be called for a NUMBER of different reasons, NOT just for recalling a Board of Board member.


My position is that a Special meeting of Members cannot generally reverse a board's decision. Statutes and the governing documents prescribe what Members can and cannot do. In Wisconsin, I see no statute that says members may reverse a board decision via a vote for reversal at a Special Meeting.
JohnC46
(South Carolina)

Posts:9137


12/14/2019 1:23 PM  
Posted By AugustinD on 12/14/2019 1:16 PM
Posted By MarkW18 on 12/14/2019 1:09 PM
Special Meeting of the Members can be called for a NUMBER of different reasons, NOT just for recalling a Board of Board member.


My position is that a Special meeting of Members cannot generally reverse a board's decision. Statutes and the governing documents prescribe what Members can and cannot do. In Wisconsin, I see no statute that says members may reverse a board decision via a vote for reversal at a Special Meeting.




Aug

I think we might be discussing two different things here.

1 The member reversing a BOD Decision. I agree they typically cannot.

2 The member accepting the newly proposed budget. I say in many cases they can reject the newly submitted budget. I think a good lawyer could make the case for this even if not spelled out

To me, big differences.

Our members ability to reject the newly proposed budget is clearly defined in our Covenants.
AugustinD


Posts:2608


12/14/2019 1:44 PM  
John, to keep sorting things out:

-- I do not see anything in Wisconsin's condo statute that allows members to reject the budget. Nor do I see anything in the condo statute that requires a vote of the members to approve a budget. I agree Ann's condo's governing documents may say more on the point.

-- The Wisconsin condo statute at 703.163(6) does appear to permit the membership to terminate a reserve account by a majority vote of the members. I figure it will take about a year for Ann's condo's members to figure out (1) that they have this power; and (2) how to make a meeting happen so the members can exercise this power.

-- Maybe it would be best to have a licensed Reserve Funding expert come talk to these folks. Then some other expert could come talk about the difficulty of large Special Assessments. Ann gave the skinny on the roofs there. Signs to me are that the Reserve Fund is indeed in bad shape. Lots of threads here talk about how to persuade members that an assessment increase is essential. Maybe the first rule of HOA membership persuasion is that, whenever possible, discussions must take place over at least six months before imposing an increase on the membership? Repeat, repeat, repeat, at board meetings, in newsletters, and on the web site.
MarkW18
(Florida)

Posts:515


12/14/2019 3:36 PM  
Instead of looking up statues I would look at the governing docs for Wisconsin HOA's to see what can be done. I would look them but i am with my daughter who just hit a kidney transplant. I would be rather pissed if I didn't have the ability to try and overturn a possible improper increase.
KerryL1
(California)

Posts:6904


12/14/2019 3:50 PM  
It appears Augustine looked up the correct statutes, etc. for WI. The increase doesn't seem to be "improper." Hope your daughter heals nicely, Mrk.

It also seems that Ann's HOA board may not have educated the members in advance, as Augie advises, which its crucial especially if this $50/mo is large for her HOA.

To calm the waters, and time is short, the idea of inviting the HOA's reserve analyst to the special meeting of the members OR for the board to invite the analyst to a Town-Hall type meeting sounds just right. I see no point inviting the HOA attorney, who'd be able to say in two minutes whether such an increase is "legal." If the attorney's on retainer, s/he might just write a quick email opinion to be distributed to the membership.
AnnS12
(Wisconsin)

Posts:10


12/14/2019 4:17 PM  
on what grounds could they overturn the boards decision? Our by-laws state "the Board shall determine what sums, if any will be required for improvements, capital expenditures, reserves or replacement funds, or other operations not included in the above which shall be included in the budget.

The Board approved the increase. Just because they don't like it what is their legal recourse to object.
AnnS12
(Wisconsin)

Posts:10


12/14/2019 4:25 PM  
Stated reason for the meeting is to discuss the $50.00 increase to take effect Jan 6, 2020.
That is what they put on the petition.
AnnS12
(Wisconsin)

Posts:10


12/14/2019 4:27 PM  
Wouldn't they have to specify that as the purpose of the meeting if that is their intent.
MarkW18
(Florida)

Posts:515


12/14/2019 4:29 PM  
You can legally recall a director with or without cause. Where I lived before our reserves were at 143%, our operating was at 4 months of expenses and the board raised by 20% because of a water increase that they were told wasn't going to happen. The increase was rescinded.
AnnS12
(Wisconsin)

Posts:10


12/14/2019 4:48 PM  
We have been inexistence since 2000. In 2002 the state sent out a questionnaire to all Condo Associations asking if we had a Capital Reserve fund. They outlined the program and wanted to know if the majority of owners wanted to opt in or opt out of a Statutory Reserve Fund program. They supplied a form to be copied and sent to all owners basically asking the question whether they wanted to opt in or opt out of the program. The majority of the forms returned with the box to opt out checked off. Thus, we informed the state that we would opt out of the program. acccording to state law we are not required to fund to any certain level.
The past boards have only raised dues a total of $50.00 since inception. I think no one ever thought far enough ahead to realize at some point we would have to start replacing roofs,etc. We can obtain loans but the must be repaid in 3 years so we would have to special assess to make up for the shortfall. By raising the dues now we are hoping to avoid any special assessment. If they can't afford $50.00/mo how can the pay a %6500.00 assessment?
KerryL1
(California)

Posts:6904


12/14/2019 4:48 PM  
This question may be picky, but doesn't a petition have to "ask for" something? Members can have a special meeting and, at least in CA, its purpose -- the agenda item must be stated and posted 4 days ahead of the members meeting.

Wherever Mark lived before may have no breaking on your situation, Ann

Isn't a petition a different document?

Ann, based on your bylaws and what others have written, unless something was overlooked, I don't see how the members can overturn the board's decision on this increase. Just out of curiosity, what % is $50 of the monthly dues?
MarkW18
(Florida)

Posts:515


12/14/2019 4:57 PM  
Kerry,

You might review special meetings in CA. The 4 days is for board meetings, not special member meetings, which have there own timeline. The petition should spell out the reason and remedy for the meeting.
AnnS12
(Wisconsin)

Posts:10


12/14/2019 4:57 PM  
Wish I could say we have a reserve study. I just moved here 2 1/2 years ago and joined the board last year. They have never had a reserve study done.
I'm trying to push for one. Do know that asphalt roofs only last about 20 years and that's how old our buildings are. I'm not sure anyone even thought about the fact our reserve account wouldn't cover the cost.
AnnS12
(Wisconsin)

Posts:10


12/14/2019 5:02 PM  
Our dues have been $200.00 for the past 3 years. $20% increase. We have stated that the entire $50.00 will go to the reserve account and have even opened a special account as reservce account: Roofs, gutters, downspouts
SueW6
(Michigan)

Posts:646


12/14/2019 5:11 PM  
Dont sign a proxy firm without knowing exactly what you are giving your vote to.

Since this is a specially called Members meeting , the motion is most likely a motion to recall board members,, a motion to reduce the amount of the increase, or a motion to amend the bylaws that give the board such powers.

All take 2/3 vote of the Members.
KerryL1
(California)

Posts:6904


12/14/2019 5:31 PM  
Yikes, Ann. Even if WI doesn't require a reserve study, it is important to have one done especially since it sounds like you have a fair number of reserve components in your HOA.

Right, Mark, much longer notice for Members mtg. in CA--but what about Ann's state? And, Sue, too, is 2/3rds required for all of those things in WI? Or in Ann's governing documents?
MarkW18
(Florida)

Posts:515


12/14/2019 5:46 PM  
Either someone look up Wisconsin corporation statues or a set of bylaws from the same state.
JohnC46
(South Carolina)

Posts:9137


12/14/2019 6:31 PM  
I would be more interested in her HOA Docs than the State of WI Docs. The right of our members to turn down any proposed budget is in our Covenants. Not sure what the State of SC says. That said, typically the State of SC says "stuff" but then they conclude by saying unless your Corporate Documentation/Bylaws say otherwise thus deferring to the Corporation (HOA).
AugustinD


Posts:2608


12/14/2019 9:13 PM  
Posted By MarkW18 on 12/14/2019 3:36 PM
Instead of looking up statues I would look at the governing docs for Wisconsin HOA's to see what can be done.


Mark, what are you talking about? Wisconsin has a set of Condominium statutes and a set of nonprofit corporation statutes. With caveats, both of these will typically apply to all Wisconsin condominiums.

"Governing documents" is the term used to describe an individual HOA's Declaration (a.k.a. CC&Rs), Bylaws, Articles of Incorporation and Rules and Regulations. One Wisconsin condominiums's Declaration will not give any clues about another Wisconsin condominium's Declaration.

AnnS12, from all you have said, the members organizing this Special Meeting are not taking the proper legal steps to stop the increase. During the Meeting they may try to do some kind of vote. At some point, either at the Special Meeting or afterwards, the HOA attorney is going to have to say to these members that they did not follow the law, so the increase in monthly dues stands.

In theory the HOA attorney is not supposed to tell the members what they can do to stop the increase. Some of the members should be smart enough to realize that electing board members who will do as they want is probably the quickest path to success given their limited resources and abilities.

And yes, your condominium should pay a company specialized in reserve studies, with appropriately licensed staff, to do one. The study will likely be very persuasive as to how much money should be saved in the coming years and what kind of increase is needed.
SueW6
(Michigan)

Posts:646


12/14/2019 9:55 PM  
If the bylaws say that the corporation runs meetings using Roberts Rules of Order, then 2/3 of the membership can overturn most motions the board has passed.
MarkW18
(Florida)

Posts:515


12/14/2019 10:05 PM  
Posted By AugustinD on 12/14/2019 9:13 PM
Posted By MarkW18 on 12/14/2019 3:36 PM
Instead of looking up statues I would look at the governing docs for Wisconsin HOA's to see what can be done.


Mark, what are you talking about? Wisconsin has a set of Condominium statutes and a set of nonprofit corporation statutes. With caveats, both of these will typically apply to all Wisconsin condominiums.

"Governing documents" is the term used to describe an individual HOA's Declaration (a.k.a. CC&Rs), Bylaws, Articles of Incorporation and Rules and Regulations. One Wisconsin condominiums's Declaration will not give any clues about another Wisconsin condominium's Declaration.

AnnS12, from all you have said, the members organizing this Special Meeting are not taking the proper legal steps to stop the increase. During the Meeting they may try to do some kind of vote. At some point, either at the Special Meeting or afterwards, the HOA attorney is going to have to say to these members that they did not follow the law, so the increase in monthly dues stands.

In theory the HOA attorney is not supposed to tell the members what they can do to stop the increase. Some of the members should be smart enough to realize that electing board members who will do as they want is probably the quickest path to success given their limited resources and abilities.

And yes, your condominium should pay a company specialized in reserve studies, with appropriately licensed staff, to do one. The study will likely be very persuasive as to how much money should be saved in the coming years and what kind of increase is needed.



You shouldn't be trying to play lawyer, you're not that good at it.

A Wisconsin's HOA will base their governing documents on both the Corporation statues of the state as well as the Condominium Act for the same state. If you look at Corporation statues and a HOA's Bylaws you will find specific guidelines on how and who can call a special meeting and what the purpose is. There is NOTHING that says you can't override a budget that may have an increase. Not being able to do so make the place a dictatorship.
You are advising the OP to have the attorney tell the owners they didn't follow the law.

WHAT law exactly?

So, based on their Corporation rules for Wisconsin and a set of Bylaws for one Wisconsin HOA, a group representing 5% can call a meeting as long as the purpose is clearly stated and proper notice is given. If quorum is reached , at this HOA a proposal can be based by 4/5 of those present.
AugustinD


Posts:2608


12/15/2019 8:34 AM  
Posted By MarkW18 on 12/14/2019 10:05 PM
A Wisconsin's HOA will base their governing documents on both the Corporation statues of the state as well as the Condominium Act for the same state.


Yes more or less. A developer building a condominium will base the coming Bylaws in part on what the state's nonprofit corporation statutes, the state's condominium statutes, federal statutes and possibly a touch of case law say.

Posted By MarkW18 on 12/14/2019 10:05 PM
If you look at Corporation statues and a HOA's Bylaws you will find specific guidelines on how and who can call a special meeting and what the purpose is.


Yes more or less. A state's nonprofit corporation statutes, condominium statutes, federal statutes a condo's Bylaws and possibly a touch of case law say how a Special Meeting can be called and often state other requirements for a Special Meeting.

Posted By MarkW18 on 12/14/2019 10:05 PM
There is NOTHING that says you can't override a budget that may have an increase.


Ann said her Bylaws give the Board, not the members, the power to set the budget. The correct approach to get rid of the assessment increase is to install a new board using the procedure given in the condo's Bylaws and any pertinent state law.

You and I disagree.

Posted By MarkW18 on 12/14/2019 10:05 PM
Not being able to do so make the place a dictatorship.


Nonsense. Members either can recall a Board and put in directors who will be more to their liking, or Members can wait until the next election and do the same.

Posted By MarkW18 on 12/14/2019 10:05 PM
You are advising the OP to have the attorney tell the owners they didn't follow the law. WHAT law exactly?


What I wrote speaks for itself. As to what law exactly, see above.

Posted By MarkW18 on 12/14/2019 10:05 PM
So, based on their Corporation rules for Wisconsin and a set of Bylaws for one Wisconsin HOA, a group representing 5% can call a meeting as long as the purpose is clearly stated and proper notice is given. If quorum is reached , at this HOA a proposal can be based by 4/5 of those present.


I do not know what you mean by "a set of Bylaws for one Wisconsin HOA." Ann's condo's Bylaws, and no other condo's Bylaws, come into play along with state and federal law.

I see nothing requiring a 4/5ths vote to "pass" a proposal. Also only properly "legally noticed" membership proposals consistent with the condo's governing documents (Declaration, Bylaws and Articles of Incorporation et cetera), and state and federal law are lawful.
AugustinD


Posts:2608


12/15/2019 8:39 AM  
Posted By SueW6 on 12/14/2019 9:55 PM
If the bylaws say that the corporation runs meetings using Roberts Rules of Order, then 2/3 of the membership can overturn most motions the board has passed.


I disagree. A Board meeting is different from a Members' meeting. Robert's Rules do not address one governing body (the membership, say) overriding motions made by a wholly different governing body (the Board, say). Each governing body has constraints on what it may and may not lawfully implement, as set by the condo's governing documents, state law, federal law and case law.
KerryL1
(California)

Posts:6904


12/15/2019 9:23 AM  
So far as I know, only CT requires using Robert's for board meetings. And even so, it cannot take precedence over the HOA's own documents or state statutes.
GenoS
(Florida)

Posts:3556


12/15/2019 10:36 AM  
Posted By SueW6 on 12/14/2019 9:55 PM
If the bylaws say that the corporation runs meetings using Roberts Rules of Order, then 2/3 of the membership can overturn most motions the board has passed.

Roberts Rules say nothing of the sort.
SueW6
(Michigan)

Posts:646


12/15/2019 11:27 AM  
Restorative Motions:

To recind a motion (to change a decision) with an “I move to recind the motion ....”, the vote required is 2/3.

The collective Membership,at a duly called, noticed meeting, can always outpower the Board. If the bylaws dont spell it out, go to statutes or Roberts Rules.

I
GeorgeS21
(Florida)

Posts:2077


12/15/2019 11:44 AM  
Excerpt from Dummies book on RRO ...

“Using the motion to Rescind or to Amend Something Previously Adopted, you can undo or change any decision your group made in the past.”

Note the “your group ...”

AugustinD


Posts:2608


12/15/2019 11:44 AM  
Posted By SueW6 on 12/15/2019 11:27 AM
Restorative Motions: To recind a motion (to change a decision) with an “I move to recind the motion ....”, the vote required is 2/3.


I gather you are reading something like http://www.roberts-rules.com/parl20.htm

What you are missing is that "members" in Roberts Rules refers to the members of the governing body empowered to make motions. In the case of Board meetings, the "members of the governing body" are the directors. Only directors can reverse their own, passed motions.

As others noted, the Bylaws of any given HOA may or may not recognize Robert's Rules as the authority for how meetings are run.

Posted By SueW6 on 12/15/2019 11:27 AM

The collective Membership,at a duly called, noticed meeting, can always outpower the Board. If the bylaws dont spell it out, go to statutes or Roberts Rules.


Do you even have a citation for your claim?

If you read sites like https://www.echo-ca.org/article/who-should-make-decisions-hoas-board-or-members. it is clear that boards have certain powers, and the condo's or HOA's membership has certain powers. Furthermore, Bylaws are typically exact in saying exactly what a Board can do and what the membership can do.

KerryL1
(California)

Posts:6904


12/15/2019 11:52 AM  
As others point out, Sue, the membership cannot rescind a decision previously made by the Board. Only someone from the body or assembly that voted to make the decision can make a motion to rescind it.
MarkW18
(Florida)

Posts:515


12/15/2019 11:56 AM  
Below is the exact wording for a HOA in Wisconsin under the Section: Special Meetings

SECTION 4. SPECIAL MEETINGS. It shall be the duty of the President to call a special meeting of the owners as directed by resolution of the Board of Directors or upon a petition signed by fifteen percent (15%) of the owners and having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths (4/5 or 80%) of the owners present, either in person or by proxy.

Clearly it states that on a petition notice of time and place and the purpose must be present.

In these set of Bylaws there is no place that says you CAN'T override a board decision on an assessment increase. You can amend governing documents through the same process as long as proper procedures are voted.

Members can overturn a Board decision that was approved through a motion. If the board appointed someone to fill a vacancy through a motion, the members through a recall could rescind that decision.
CathyA3
(Ohio)

Posts:755


12/15/2019 12:08 PM  
Posted By KerryL1 on 12/15/2019 11:52 AM
As others point out, Sue, the membership cannot rescind a decision previously made by the Board. Only someone from the body or assembly that voted to make the decision can make a motion to rescind it.




Accountability is wherever the buck stops. If the members could rescind board decisions, then the ultimate responsibility lies with the members. It would be difficult to impossible for any owners to win lawsuits against board members in such situations.
CathyA3
(Ohio)

Posts:755


12/15/2019 12:18 PM  
Posted By CathyA3 on 12/15/2019 12:08 PM
Posted By KerryL1 on 12/15/2019 11:52 AM
As others point out, Sue, the membership cannot rescind a decision previously made by the Board. Only someone from the body or assembly that voted to make the decision can make a motion to rescind it.




Accountability is wherever the buck stops. If the members could rescind board decisions, then the ultimate responsibility lies with the members. It would be difficult to impossible for any owners to win lawsuits against board members in such situations.




Another thing:

The Board has a fiduciary duty to act in the best interest of the association it governs. Members have no such duty - they are free to act in their own self interest, no matter how short-sighted or detrimental to the association that may be.

Allowing members to overturn board decisions undermines the whole idea of governance.
GenoS
(Florida)

Posts:3556


12/15/2019 12:42 PM  
Posted By SueW6 on 12/15/2019 11:27 AM
Restorative Motions:

To recind a motion (to change a decision) with an “I move to recind the motion ....”, the vote required is 2/3.

The collective Membership,at a duly called, noticed meeting, can always outpower the Board. If the bylaws dont spell it out, go to statutes or Roberts Rules.

I

A vote of the Members at a members meeting cannot overturn a vote of the Directors at a board meeting. A members meeting is not a board meeting, and vice versa.
MarkW18
(Florida)

Posts:515


12/15/2019 12:44 PM  
So, if certain states or governing doc allow increases of assessments up to and including 20% and special assessment up to and including 5%, then members shouldn't have the ability to challenge that decision.

I put that BS response in there with Augie's answer of more or less. Many associations have the ability to overturn a budget and/or at the very least have the ability to vote to approve or vote to disapprove.
MarkW18
(Florida)

Posts:515


12/15/2019 12:45 PM  
Posted By GenoS on 12/15/2019 12:42 PM
Posted By SueW6 on 12/15/2019 11:27 AM
Restorative Motions:

To recind a motion (to change a decision) with an “I move to recind the motion ....”, the vote required is 2/3.

The collective Membership,at a duly called, noticed meeting, can always outpower the Board. If the bylaws dont spell it out, go to statutes or Roberts Rules.

I

A vote of the Members at a members meeting cannot overturn a vote of the Directors at a board meeting. A members meeting is not a board meeting, and vice versa.



NOT TRUE
AugustinD


Posts:2608


12/15/2019 1:32 PM  
Posted By MarkW18 on 12/15/2019 12:44 PM
So, if certain states or governing doc allow increases of assessments up to and including 20% and special assessment up to and including 5%, then members shouldn't have the ability to challenge that decision.


Why do you keep ignoring the fact that members have the ability to remove/recall/replace boards and directors at Special Meetings and at the regular elections?

I can appreciate that you would use one Wisconsin HOA's Bylaws for Special Meetings and tell AnnS12 that these apply to her HOA. I would never do this.


MarkW18
(Florida)

Posts:515


12/15/2019 1:35 PM  
Posted By AugustinD on 12/15/2019 1:32 PM
Posted By MarkW18 on 12/15/2019 12:44 PM
So, if certain states or governing doc allow increases of assessments up to and including 20% and special assessment up to and including 5%, then members shouldn't have the ability to challenge that decision.


Why do you keep ignoring the fact that members have the ability to remove/recall/replace boards and directors at Special Meetings and at the regular elections?



I haven't
I can appreciate that you would use one Wisconsin HOA's Bylaws for Special Meetings and tell AnnS12 that these apply to her HOA. I would never do this.


Show me one that proves me wrong!


AugustinD


Posts:2608


12/15/2019 1:36 PM  
Posted By CathyA3 on 12/15/2019 12:08 PM
Accountability is wherever the buck stops. If the members could rescind board decisions, then the ultimate responsibility lies with the members. It would be difficult to impossible for any owners to win lawsuits against board members in such situations.


Posted By CathyA3 on 12/15/2019 12:18 PM
Another thing: The Board has a fiduciary duty to act in the best interest of the association it governs. Members have no such duty - they are free to act in their own self interest, no matter how short-sighted or detrimental to the association that may be.

Allowing members to overturn board decisions undermines the whole idea of governance.


Justice Ruth Ginsburg likely could not have put it better.

MarkW18
(Florida)

Posts:515


12/15/2019 1:40 PM  
So Congress can pass a bill, the President can veto it and Congress can veto the President's veto.

God bless Ruth Ginsberg

AugustinD


Posts:2608


12/15/2019 1:44 PM  
Mark, so you think being able to remove directors et cetera at a Special Meeting or election is not sufficiently similar, for your taste, to having a Special Meeting to reverse a specific decision by the Board. Duly noted.
AugustinD


Posts:2608


12/15/2019 1:47 PM  
Posted By MarkW18 on 12/15/2019 1:40 PM
So Congress can pass a bill, the President can veto it and Congress can veto the President's veto.


But the people who put the members of Congress and the Pres into office cannot hold a Special Meeting to reverse a decision of Congress or the President.

They would have to try the courts, just like HOA members could try the courts to reverse a specific board decision.
MarkW18
(Florida)

Posts:515


12/15/2019 1:50 PM  
The answer, as many poster argue, is not recalling directors at every whim, but have the ability to challenge them once in a while. Overturning a assessment increase has happened once in the years I have managed properties, but it should be an option people have afforded them.

You guys make it sound that decisions are going to be reversed at least two times for every board meeting conducted. First, you have to get quorum to conduct such a meeting. How often is that ever achieved?

Rest my case.
MarkW18
(Florida)

Posts:515


12/15/2019 1:50 PM  
Posted By AugustinD on 12/15/2019 1:47 PM
Posted By MarkW18 on 12/15/2019 1:40 PM
So Congress can pass a bill, the President can veto it and Congress can veto the President's veto.


But the people who put the members of Congress and the Pres into office cannot hold a Special Meeting to reverse a decision of Congress or the President.

They would have to try the courts, just like HOA members could try the courts to reverse a specific board decision.



Give it a rest!
CathyA3
(Ohio)

Posts:755


12/15/2019 2:34 PM  
Posted By MarkW18 on 12/15/2019 1:40 PM
So Congress can pass a bill, the President can veto it and Congress can veto the President's veto.

God bless Ruth Ginsberg





The analogy doesn't really work. HOAs are mostly corporations, not governing bodies. Besides, the average citizen can't override decisions made by any of our elected officials. We can, as with HOAs, vote 'em out of office, or if things get really out of control, hold a recall election.

What we've been talking about is more akin to Proctor & Gamble's shareholders being able to throw out a budget, or increase the dividend amount, because they don't like what P&G's board has approved.

Can you imagine what would happen to any corporation that tried to operate under such a scenario? (Answer: I'd sell my shares.)
CathyA3
(Ohio)

Posts:755


12/15/2019 2:35 PM  
Posted By AugustinD on 12/15/2019 1:36 PM
Posted By CathyA3 on 12/15/2019 12:08 PM
Accountability is wherever the buck stops. If the members could rescind board decisions, then the ultimate responsibility lies with the members. It would be difficult to impossible for any owners to win lawsuits against board members in such situations.


Posted By CathyA3 on 12/15/2019 12:18 PM
Another thing: The Board has a fiduciary duty to act in the best interest of the association it governs. Members have no such duty - they are free to act in their own self interest, no matter how short-sighted or detrimental to the association that may be.

Allowing members to overturn board decisions undermines the whole idea of governance.


Justice Ruth Ginsburg likely could not have put it better.





:-)
MarkW18
(Florida)

Posts:515


12/15/2019 2:38 PM  
Posted By CathyA3 on 12/15/2019 2:34 PM
Posted By MarkW18 on 12/15/2019 1:40 PM
So Congress can pass a bill, the President can veto it and Congress can veto the President's veto.

God bless Ruth Ginsberg





The analogy doesn't really work. HOAs are mostly corporations, not governing bodies. Besides, the average citizen can't override decisions made by any of our elected officials. We can, as with HOAs, vote 'em out of office, or if things get really out of control, hold a recall election.

What we've been talking about is more akin to Proctor & Gamble's shareholders being able to throw out a budget, or increase the dividend amount, because they don't like what P&G's board has approved.

Can you imagine what would happen to any corporation that tried to operate under such a scenario? (Answer: I'd sell my shares.)



BUT, they can and they do.
JeffT2
(Iowa)

Posts:528


12/15/2019 2:43 PM  
My take on it:

A vote at a proper meeting of the members can overturn a board decision, one reason being there is nothing that says the members can't overturn a board decision. Such a vote is the act of the membership.

However,

The board can make a new budget that overrules the members meeting decision, since that is a power of the board given by the bylaws (or by law).

If the members vote that the board cannot make a new budget, that vote is not valid since it changes a bylaw without actually amending the bylaw.

I'm guessing that whatever the members do at this meeting is not going to be valid or enforceable.
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