Construction: may vs shall
<p>Context:a Florida HOA bylaws indicate:</p>
<p>The passage below indicates <code>may</code>:</p>
<blockquote>
<p>Special meetings of the Board <code>may</code> 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.</p>
</blockquote>
<p>A subsequent passage below indicates <code>shall</code>:</p>
<blockquote>
<p>Meetings ofthe Board of Administration <code>shall</code> 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.</p>
</blockquote>
<p>Assume that a meeting minutes are provided as evidence.  It would seem that the language using <code>may</code> is a permissive and not a requirement.</p>
<p>Assume a 'corner case':  a meeting is scheduled on the 1st for the 4th of a given month.  <strong>Is there any case law or any other reasoning process that wherein <code>may</code> nullifies such a meeting and effectively sets a requirement?</strong>  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.</p>

<h1>Shall</h1>
<p>Whenever a law or legal text uses <em>shall</em> there is no discretion allowed. Read it as <em>has to</em> when it prescribes something. If it is written in the negative (shall not), you can read it as <em>it is forbidden</em> or <em>X is barred</em>.</p>
<ul>
<li><em>[the] Congress of the United States [...] <strong>shall</strong> consist of a Senate and House of Representative</em>
<ul>
<li>This prescribes that the congress <strong>has to</strong> have these two parts, not more, not less.</li>
</ul>
</li>
<li><em>Special meetings <strong>shall</strong> be called by the president or secretary in a like manner and on like notice on the written request of three (3) Directors.</em>
<ul>
<li>Whenever 3 directors sign letters demanding a meeting, then the president or secretary <strong>has to</strong> follow the process explained before.</li>
</ul>
</li>
<li><em>Congress <strong>shall make no law</strong> [that does X]</em>
<ul>
<li>Note that this is a negative shall! Read it as <em>Congress is barred from doing a law that does X</em>.</li>
</ul>
</li>
</ul>
<p>Shall obviously can have exceptions or modifiers. Such often are in modifying sentences following them.</p>
<ul>
<li><em>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.</em>
<ul>
<li>There <strong>has to</strong> be a notice on the board at least 48 hours before a meeting, unless there is an emergency.</li>
</ul>
</li>
</ul>
<h1>May</h1>
<p>Legal texts usually use <em>may</em> 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.</p>
<ul>
<li><em>The department <strong>may</strong> 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:</em>
<ul>
<li>The decision <strong>if</strong> 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.</li>
</ul>
</li>
<li><em>Special meetings of the Board <strong>may</strong> be called by the president on five(5)days notice to each Director [...]</em>
<ul>
<li>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 <em>other</em> paragraph of OPs document, then it <em>also</em> has to be posted 48 hours before the meeting on the board, unless it is emergency.</li>
</ul>
</li>
</ul>

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