Board replacement and a management plan: different consequences of notice defects

The court examined resolutions of a repeat meeting and a later written vote. The appeal court retained the voidness of the management-plan and later election resolutions, removing only a reference to a point on which no decision had been made.

Two applications concerning an association whose name and code are redacted in the source were examined together. The first applicant, XX, challenged resolutions of a repeat meeting on 03.08.2020 convened by an initiative group after the board refused. Other applicants, XX, challenged written resolutions of 24.02.2021 on another board replacement organised by the former board. The court recognised the initiative group’s right to convene: enough members had submitted a reasoned request and the board had refused. The repeat meeting procedure was regarded as compliant. However, management-plan materials had not been made available in advance and the notice did not explain access to them. Points 3–6 concerning the chair’s remuneration, improvements, repairs and changes to the financial plan were therefore declared void. Challenges to points 1, 7, 8 and 9, including removal of the former board and election of its replacement, were dismissed. The written resolutions of 24.02.2021 were declared void because they were organised by the removed board, and no request to the valid new board had been proved. Each participant was left to bear their own costs. On 28 October 2022, Tartu Ringkonnakohus retained the substantive result and first-instance costs allocation. It removed only the reference to point 2 of the 3 August 2020 meeting from the dismissal, because no resolution had been adopted on that point. Appeal costs were placed on the appellants, including reimbursement of the other group’s costs.

Points 3–6 of the 3 August 2020 resolutions and the 24 February 2021 resolutions were declared void; challenges to points 1, 7, 8 and 9 were dismissed. On 28 October 2022, Tartu Ringkonnakohus removed only the reference to point 2, on which no decision had been made. First-instance costs remain each participant’s own; appeal costs fall on the appellants.