Enforcement of Condominium Owners’ Statutory Right to Special‐Meeting Notices and Judicial Limits on Agenda Content Oversight

Introduction

Boyang Song and Travis McCune (“Plaintiffs”), unit owners at The 903 Condominium in Providence, Rhode Island, sought to convene a special meeting of their condominium association’s membership to challenge a recently adopted “ratio utility billing system” for gas charges. Dissatisfied with the board’s decision to switch from individual submeter readings to an occupancy‐based formula—which they believed conflicted with the condominium’s declaration and the Rhode Island Condominium Act (“the Act”)—the plaintiffs secured the requisite signatures under Article 2, § 5 of the complex’s bylaws and submitted a draft notice and agenda specifying four discrete motions. The association’s board (through President Evan Lemoine and Secretary Stephen Rodio) rejected that notice as “too narrow,” issued its own more general notice, and the plaintiffs sought injunctive relief in Superior Court. After a consolidated preliminary‐injunction hearing and trial on the merits, the trial justice held that (1) the board’s notice was insufficient under § 34-36.1-3.08 of the Act, but (2) the plaintiffs’ proposed agenda items exceeded the association’s powers and thus the special meeting could be denied. Plaintiffs appealed to the Rhode Island Supreme Court.

Summary of the Judgment

The Supreme Court vacated the portion of the Superior Court’s judgment that upheld the board’s refusal to issue the plaintiffs’ notice, finding that:

The plaintiffs’ petition and proposed notice complied literally with the Act’s requirement that a special‐meeting notice state the time, place, and “items on the agenda.”
Once Plaintiffs satisfied the signature threshold and attached a statutory‐compliant notice, the board’s obligation to call the meeting became mandatory.
The trial justice erred by going beyond the relief requested—invalidating each of Plaintiffs’ four motions—and rendering an impermissible sua sponte “advisory opinion” on agenda content.

Accordingly, the Supreme Court remanded for (1) entry of an order compelling the board to reissue the special‐meeting notice as originally proposed, and (2) further proceedings on Plaintiffs’ separate claim for punitive damages and attorneys’ fees under § 34-36.1-4.17.

Analysis

Precedents Cited

Cathay Cathay, Inc. v. Vindalu, LLC (962 A.2d 740 (R.I. 2009)): Judicial deference in nonjury cases except when a trial justice misapplies the law or makes clearly wrong findings.
Town of West Greenwich v. A. Cardi Realty Associates (786 A.2d 354 (R.I. 2001)): Standards for reversing factual or legal errors on appeal.
America Condominium Ass’n, Inc. v. IDC, Inc. (844 A.2d 117 (R.I. 2004)): The Act’s strong consumer-protection objectives and preference for liberal interpretation.
Town Houses at Bonnet Shores Condominium Ass’n v. Langlois (45 A.3d 577 (R.I. 2012)): Relationship between association governance documents and the Condominium Act.
Robert’s Rules of Order (rev. ed.): Customary parliamentary authority elucidating how meeting agendas and motions function in deliberative assemblies.

Legal Reasoning

1. Statutory Text Controls: Section 34-36.1-3.08 of the Act plainly requires that a special‐meeting notice “state the time and place of the meeting and the items on the agenda.” When statutory language is clear and unambiguous, courts must give it its plain meaning.

2. Bylaws’ Consistency: Article 2, § 5 of The 903’s bylaws mirrors the Act’s signature requirement (20% of unit‐owner votes). Plaintiffs met that threshold and furnished a draft notice explicitly identifying four agenda items.

3. No Judicial Micromanagement of Agenda Content: Once the formal requisites for calling a special meeting are satisfied, the board has no discretion to reject the unit‐owners’ prescribed agenda based on perceived over‐specificity or policy considerations. The trial justice overstepped by evaluating the substantive validity of each motion sua sponte, a practice disallowed under the adversary system unless the parties have notice and an opportunity to be heard.

4. Consumer-Protection Purpose: The Act embodies a strong policy in favor of unit‐owner participation and transparency in association governance. Refusing to convene a properly demanded special meeting frustrates that policy.

Impact on Future Cases and Condominium Law

Unit‐Owner Empowerment: Strengthens owners’ rights to convene and set agendas for special meetings without undue board interference.
Limitation on Board Discretion: Clarifies that boards cannot redact or broaden owner‐drafted agendas on the basis of policy preference or perceived narrowness.
Judicial Restraint: Reinforces the prohibition against courts issuing advisory opinions on hypothetical or prospective actions not squarely contested by the litigants.
Parliamentary Practice Alignment: Encourages associations to follow Robert’s Rules and analogous authorities to resolve drafting ambiguities during the meeting rather than in pre‐meeting litigation.

Complex Concepts Simplified

“Special Meeting”: A meeting called outside the regular schedule, convened at the request of specified percentages of unit owners, to address only the matters listed in the meeting notice.
“Items on the Agenda”: Specific motions or subjects that the association membership may discuss and vote upon at a special meeting. Under § 34-36.1-3.08, these must be stated in the meeting notice.
“Advisory Opinion”: A judicial ruling on a question not strictly before the court or not linked to the relief requested by the parties. Rhode Island courts generally forbid such opinions in adversary proceedings.
“Proxy Fight”: A contest in which group(s) of unit owners solicit proxies (voting authorizations) to control the outcome of an association meeting or election.
“Ratio Utility Billing System”: A formula that allocates bulk utility costs among individual units based on factors such as square footage and occupancy, rather than precise metered usage.

Conclusion

The Supreme Court’s decision in Song v. Lemoine underscores two fundamental principles in Rhode Island condominium law: (1) once unit owners satisfy the statutory and bylaw prerequisites for a special meeting, their prescribed agenda must be honored, and (2) courts must refrain from issuing advisory opinions on agenda content not directly challenged by the parties. By vacating the Superior Court’s improper invalidation of the owners’ motions and remanding for enforcement of the original notice—and for consideration of the plaintiffs’ claim for punitive damages and attorneys’ fees—the ruling fortifies unit‐owner participation, preserves the adversary system’s integrity, and advances the Act’s consumer‐protection objectives.