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Context:a Florida HOA bylaws indicate:

The passage below indicates may:

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.

A subsequent passage below indicates shall:

Meetings ofthe Board of Administration shall be open to all unit owners. Notice of all meetings shall be posted on the official bulletin board ofthe 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.

Assume that a meeting minutes are provided as evidence. It would seem that the language using may is a permissive and not a requirement.

Assume a 'corner case': a meeting is scheduled on the 1st for the 4th of a given month. Is there any case law or any other reasoning process that wherein may nullifies such a meeting and effectively sets a requirement? Assume that meeting is posted with 48 hours notice so that only the shall / may language is the focus of any answer to the question.

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    I'm not sure I quite follow the last bit of your question. Basically it is saying that the President can decide for themselves ("may") whether to call a special meeting - if they do then they have to give 5 days notice. All meetings (however they come about and whether they are special meetings or not) must be ("shall") open to al unit owners.
    – Nemo
    Commented Oct 23, 2021 at 14:59
  • @Nemo Thank you for responding: I think you are indicating that may sets forth a requirement. Is there an a concrete example? If yes, please consider creating an answer instead of a comment.
    – gatorback
    Commented Oct 23, 2021 at 15:17
  • "May" sets out an option. The President may choose to call a special meeting. If he does then he has to give 5 days notice. Alternatively three directors may request a special meeting and in that case the President/secretary has ("shall") to call one.
    – Nemo
    Commented Oct 23, 2021 at 15:31
  • Basically "May" indicates something you can do if you want to but don't have to. "Shall" indicates something you have to do (are obliged to do).
    – Nemo
    Commented Oct 23, 2021 at 15:36
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    @ohwilleke Most of it is very clear English but the words in bold - which is the actual question - makes no sense to me.
    – Nemo
    Commented Oct 25, 2021 at 19:50

1 Answer 1

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Shall

Whenever a law or legal text uses shall there is no discretion allowed. Read it as has to when it prescribes something. If it is written in the negative (shall not), you can read it as it is forbidden or X is barred.

  • [the] Congress of the United States [...] shall consist of a Senate and House of Representative
    • This prescribes that the congress has to have these two parts, not more, not less.
  • 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.
    • Whenever 3 directors sign letters demanding a meeting, then the president or secretary has to follow the process explained before.
  • Congress shall make no law [that does X]
    • Note that this is a negative shall! Read it as Congress is barred from doing a law that does X.

Shall obviously can have exceptions or modifiers. Such often are in modifying sentences following them.

  • 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 ofthe 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.
    • There has to be a notice on the board at least 48 hours before a meeting, unless there is an emergency.

May

Legal texts usually use may whenever there is an option to do something. It usually marks the possibility to do something and vesting the discretion to do so in somebody. Often, they come with a minimum or maximum time an event has to occur from a deadline.

  • The department may enter an order doing one or more of the following if the department finds that a person has violated or is operating in violation of any of the provisions of this section or the orders issued under this section:
    • The decision if something happens is vested in the department [of Agriculture and Consumer Services]. If they decide to act, then it has to come from the list that follows the section.
  • Special meetings of the Board may be called by the president on five(5)days notice to each Director [...]
    • It is at the discretion of the president to call a special meeting. If they do, it has to be done with 5 (or more) days warning to the Directors. Including the other paragraph of OPs document, then it also has to be posted 48 hours before the meeting on the board, unless it is emergency.

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