Homeowners in this matter presented a petition to an association board calling for a Special Meeting. The Petition called for a vote on three motions:
- To prohibit the Executive Board from using any formula for assessing gas expense that conflicts with the declaration of condominium, as amended, or with the Rhode Island Condominium Act.
- To direct the Executive Board to obtain and provide every unit owner with cost estimates for repairing and/or replacing the gas metering and submetering infrastructure of the condominium within 60 days after the Special Meeting.
- To direct the Executive Board to call a second special meeting of the Association not less than 30 days or more that [sic] 60 days after the Executive Board provides cost estimates for repairing and/or replacing the gas metering and submetering infrastructure of the condominium at which the Association may vote whether to perform the necessary repairs.
The association board sent out a Notice of Special Meeting but did not include the homeowner’s prepared notice and agenda. The association board instead provided that “a special meeting . . . will be held for the purpose of discussing and entertaining motions relating to the methods by which utilities that are billed to the association in bulk from providers are apportioned and billed to individual units.”
Homeowners filed suit against the association board, including a temporary restraining order to stop the meeting.
The Court found that the special meeting notice by the association board was invalid because it did not contain an agenda. The Court, however, found that even though the Notice failed to set forth the “items on the agenda” the homeowner’s Petition was improper ab initio (from the start) as the petition set forth improper motions for a Special Meeting.
The homeowner (Appellant) incorrectly suggests that any purpose and agenda is acceptable for a special meeting and the Board must call the meeting based on the request, arguing that other business and votes can simply be brought up at the meeting.
The association board (Appellee) maintains the lower court ruling that the petition must be for a valid purpose for which owners have a statutory and/or contractual right to hold a vote for per the statute and/or governing documents. Therefore, as to the case at hand, at the very least, a valid purpose for a special meeting does not include:
• Reinforcement of a fact that is already in the governing documents and/or the Statute (in this case, that the Board must assess according to the Declaration and the RI Condominium Act).
• Proving cost estimates to unit owners for items within the Board’s control and discretion (in this case, to provide owners with cost estimates regarding repairing/replacement of the common area gas metering and submetering infrastructure).
• A motion to compel the Board to call a second special meeting in the future (Here, to compel the board to call a second special meeting after cost estimates are provided).
Additionally, Appellee’s theory is supported by the Rhode Island Condominium Act and subsequent comments to the Uniform Condominium Act, as outlined below.
Special Meetings must be for a valid purpose. A valid purpose consists of items that owners have a statutory and/or contractual right to hold a vote for (e.g. removal of board members, objection to the budget, and amendment of the documents.) While owners always have a right to discuss issues, the purpose of the special meeting procedure is to give owners a formal forum to conduct a vote on issues that are within owner control. The lower court was correct in acknowledging the chaos that would ensue if boards were mandated to call a special meeting for agenda items that do not reflect items within the authority of the owners to control. The purpose for the meeting, and thus the resulting agenda items, must reflect valid actions that can be taken by the owners.
The RI Condominium Act is based on the Uniform Condominium Act (1980) and the RI Supreme Court has adopted the comments to the Act as guidance. Although not adopted by RI, the 2021 revision to the Uniform Act includes a revision to Section 3.108, which states, “Only matters described in the meeting notice required by paragraph (3) may be considered at a special meeting.” The comments to the Act include a new comment stating that, “[t]he purpose of limiting the agenda of a special meeting to the subjects identified in the notice is to allow a member, who has no concern about the items listed in the notice, to decide not to attend the meeting, secure in the knowledge that other topics cannot be raised and voted on without the member’s knowledge.”
The above revisions to the Uniform Condominium Act show how the industry is treating the Special Meeting provision- which is in direct conflict with Appellant’s theory of the case.
Court: Rhode Island Supreme Court
Topic: Rhode Island Condominium Act
Brief Author: Edmund Allcock, Esq., CCAL, Allcock Marcus, LLC
Filed: January 22, 2025