Section 3-108 requires an annual owners' meeting and lets owners force a special meeting: the association's president, a majority of the executive board, or unit owners holding at least 20 percent of the votes (or a lower percentage if the bylaws say so) can require the secretary to call one, and if the association doesn't act within 30 days, the requesting owners can notify everyone themselves. Meetings need 10 to 60 days' notice stating the time, date, place, and agenda. Executive board and committee meetings must be open to owners except during a genuine executive session, and § 3-108(b)(1) limits executive sessions to five narrow categories: attorney consultations, existing or potential litigation, personnel matters, active contract negotiations, and situations where public knowledge would violate someone's privacy. The statute is explicit that the board can't use 'incidental or social gatherings' to dodge these open-meeting rules, and it must meet at least four times a year during any period of declarant control.
Quorum for an owners' meeting is 20 percent of the votes in the association unless the bylaws set a different number, and board quorum is 50 percent of the board's votes, under § 3-109; absent a different bylaw rule, meetings run under Robert's Rules of Order. On voting, § 3-110 lets an owner cast a ballot in person, by absentee ballot, or by proxy, but caps how much power one proxy-holder can accumulate: no person may cast undirected proxies representing more than 15 percent of the association's votes, and any proxy you sign can be revoked at any time simply by giving actual notice of the revocation to whoever is presiding over the meeting.
Recall rights and the developer's clock
Section 3-122 gives owners real teeth against a board that won't listen: at any meeting where the removal of a director or officer is listed on the agenda in advance, owners can remove that person, with or without cause, if more votes are cast in favor of removal than against it — the declaration or bylaws can't override this right. The one carve-out: a board member the declarant appointed can't be removed by owner vote during the declarant-control period. Speaking of which, § 3-103 puts a hard ceiling on how long a declarant can keep control: it ends automatically at the earliest of 60 days after three-quarters of the units are conveyed to non-declarant owners, two years after the declarant stops offering units for sale, two years after the last development right is exercised, or the declarant's own written surrender. Owners also get milestone elections along the way — at least a quarter of the board must be owner-elected once a quarter of the units have been conveyed, and at least a third once half have been.
The authority
The statutes behind this
Cited by name as authority, for your own reading. Informational only, not legal advice.
27A V.S.A. § 3-108
Requires annual and owner-triggered special meetings, sets notice rules, and limits executive sessions to five narrow categories.
27A V.S.A. § 3-109
Sets quorum at 20 percent of owner votes and 50 percent of board votes, absent a different bylaw rule.
27A V.S.A. § 3-110
Caps undirected proxies at 15 percent of the association's votes and lets any proxy be revoked by actual notice to the person presiding over the meeting.
27A V.S.A. § 3-122
Lets owners recall a board member or officer with or without cause by majority of votes cast, if removal was on the meeting's agenda.
Step by step
How to assert your meeting, voting, and recall rights in Vermont
Steps to check a contested meeting or vote and use Vermont's recall right against a board that isn't listening.
- 01
Check whether the meeting was properly open and noticed
Compare what happened against § 3-108's notice window and its five permitted executive-session categories. A closed-door decision that doesn't fit one of those categories is vulnerable.
- 02
Confirm quorum before accepting a vote
Check the count against § 3-109's 20 percent (owners) or 50 percent (board) default, unless your bylaws set a different number.
- 03
Scrutinize any proxy block
No single person may cast undirected proxies for more than 15 percent of the association's votes under § 3-110. If a board ally is holding a bigger block than that, the excess votes shouldn't count.
- 04
Use your recall right
To remove a sitting board member or officer, get the removal listed on a meeting's agenda in advance and win a simple majority of votes cast, per § 3-122. Declarant-appointed members are the one exception during declarant control.
- 05
Track the declarant-control clock
Map your community's unit-conveyance numbers against § 3-103's milestones (25% and 50% conveyed) and its outer limits (75% conveyed, or two years since the last unit was offered or development right exercised) to know exactly when board seats and full owner control are due.
Straight answers
Common questions
Can a Vermont board meet behind closed doors?
Generally no. Section 3-108(b)(1) requires executive board and committee meetings to be open to owners except for a genuine executive session limited to five categories: attorney consultations, litigation, personnel matters, active contract negotiations, and privacy-sensitive matters. The board also can't use casual gatherings to dodge this rule.
What's quorum for my Vermont HOA or condo association?
Unless your bylaws set a different number, § 3-109 sets quorum at 20 percent of the votes in the association for an owners' meeting and 50 percent of the board's votes for a board meeting.
Can I revoke a proxy after I've already signed it?
Yes. Section 3-110(c)(3) lets you revoke a proxy at any time simply by giving actual notice of the revocation to whoever is presiding over the meeting. No single person can also hold more than 15 percent of the association's votes through undirected proxies.
Can owners remove a board member without cause?
Yes. Section 3-122 lets owners remove any board member or officer they elected, with or without cause, by a simple majority of votes cast at a meeting where the removal was listed on the agenda in advance. A declarant-appointed member is the one exception during the declarant-control period.