Bylaws from A Florida CCR documentations:
Special meetings of the Board may be called by the president on five ( 5) days notice to each Director either personally or by mail , facsimile transmission or electronic mail. Special meetings shall be called by the president or secretary in a like manner and on like notice on the written request of three (3) Directors
The first sentence uses the
may indicates permissiveness granting authority. The second sentence uses the word shall, which signals to me a requirement.
Does sentence one somehow preclude other directors call for a meeting? Why? (seeking to understand the line of reasoning).
QUESTION 2 & 3
Assume a challenge has been raised regarding the validity of a meeting that was held by a hypothetical alleged president, secretary and treasurer. The trio verbally agreed to hold a meeting and the alleged president picked the meeting day. Does this not trigger the requirement of sentence two? The challenge is that the treasurer called for the meeting.
It turns out that after the meeting alleged president had resigned: he is restored to the board at said meeting (though not as president). Assume a 5 member board.
Is there any basis to adjudicate the meeting is invalid?
Why would counsel indicate that meetings can not be called by the treasurer, given the agreement of 3 members willing to meet?
BYLAWS: MEETINGS CCRs Excerpt:
Section 7. Meetings:
A. The first meeting of each Board newly elected by the members shall be held immediately upon adjournment of the meeting at which they were elected, provided a quorum shall then be present, or as soon thereafter as may be practicable. The annual meeting of the Board of Administration shall be held at the same place as the general members' meeting, and immediately after the adjournment of same, to elect officers for the following year.
B. Regular meetings of the Board shall be held quarterly at such time and place as the Board shall fix from time to time.
C. Special meetings of the Board may be called by the president on five ( 5) days notice to each Director either personally or by mail , facsimile transmission or electronic mail. Special meetings shall be called by the president or secretary in a like manner and on like notice on the written request of three (3) Directors.
D. Meetings of the Board of Administration shall be open to all unit owners. Notice of all meetings shall be posted on the official bulletin board of the Association at least forty-eight ( 48) hours in advance of each scheduled meeting and directed to the attention of all unit owners. In case of an emergency, a meeting of the Board of Administration may be held without notice. Written notice of any Board meeting at which non-emergency special assessments or amendments to rulesregarding unit use will be considered shall be mailed or delivered to unit owners and posted not fewer than fourteen (14) days prior to the meeting date.