Kangelaste pr 19: meeting decision upheld and challenge dismissed

The court deemed the convening demand received once there was a reasonable opportunity to read it; the board missed the deadline in the articles and the members’ meeting was permissible.

XX challenged the apartment association Kangelaste pr 19’s general meeting decision of 21 December 2015, which expressed no confidence in the former board and elected a new board and audit committee. The claimant argued that members had no right to convene the meeting themselves because the board had already held a meeting on 8 December. The court dismissed the claim and the appeal was dismissed. The key issue was when the members’ demand to convene a meeting was received. The court found that it was placed in board member XX’s mailbox on 15 November 2015, giving a reasonable opportunity to read it. Receipt of a legally significant communication did not require proof that it was actually read. The two-week period under the articles therefore expired on 29 November, and the 8 December meeting was late. The members acquired the right to convene a meeting on 9 December and a repeat meeting on 21 December. No audit committee had previously been elected. If the claimant asserted otherwise, it was for the claimant to prove this; the court did not have to gather such information on its own initiative. The court found no grounds for treating the decision as contrary to good morals or void for other reasons, meaning without legal effect from adoption. The objection to the new board member’s authority was rejected: the member had been elected at the challenged meeting, and the board’s register entry does not itself create that authority. Following examination, the meeting decision was found valid. The first-instance costs award of 770 euros was upheld; a further 280 euros for the appeal was awarded to the association against XX.

Leave the judgment of 27 July 2016 unchanged and dismiss the appeal. XX bears appeal costs; the association is awarded 280 euros. The meeting decision of 21 December 2015 was not set aside.