Special meetings of the members of an HOA are sometimes necessary to vote on important matters. If the HOA is an Idaho nonprofit corporation, the notice of any special meeting must comply with Idaho Code.
WHO CAN CALL A SPECIAL MEETING OF THE MEMBERS?
The board of directors may call for a special meeting of the members. This is done by a vote of the directors at a regular or special meeting of the directors. Idaho Code § 30-30-502(1)(a).
Any person authorized to call a special meeting under the Articles of Incorporation or Bylaws may call for a special meeting. Id.
Finally, if members holding 10% of the voting power sign, date and deliver to any officer (president, vice president, secretary, treasurer, etc.) a written demand for a special meeting, then the special meeting must be held. Idaho Code § 30-30-502(1)(b). The written demand for the meeting must describe the purpose or purposes for the special meeting. Id. To determine if the demand was signed by 10% of the members, the corporation determines who was a member on the 13th day before the demand was signed. Idaho Code § 30-30-502(2). Only those members are counted toward the 10% voting power. Id.
Note that the statute requires 10% of the voting power – not 10% of the members. Id.
WHEN IS THE SPECIAL MEETING?
The special meeting must be held no sooner than 10 days but no more than 60 days after the notice. Idaho Code § 30-30-505(3).
If the corporation fails to set a special meeting after 10% of the voting power requests it, any member signing the request may set the date for the meeting. Idaho Code § 30-30-502(3). But, it can not be less than 10 days or more 60 days after the notice of the meeting is sent. Idaho Code § 30-30-505(3).
WHERE IS THE SPECIAL MEETING HELD?
Any special meeting may be held within or outside of the state of Idaho at a place stated in the Bylaws. Idaho Code § 30-30-502(4). If no place is stated in the Bylaws, then the special meeting must be held at the HOA’s principal office. Id.
WHAT CAN BE DISCUSSED AT A SPECIAL MEETING?
Only those matters that are described in the purpose of the meeting can be discussed and decided at the special meeting. Idaho Code § 30-30-502(5).
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