GailW3 (Georgia)
Posts: 14
Posts: 14
Posted:
According to our Bylaws, "the records of the corporation shall always be open for inspection by any Member." What woulld those "records" normally include ?
Thank you.
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Started by GailW3 • 7 replies • 1808 views
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MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Gail,
FYI, from the GA nonprofit corp statutes:
§ 14-3-1601. Required corporate records
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
FYI, from the GA nonprofit corp statutes:
§ 14-3-1601. Required corporate records
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
GailW3 (Georgia)
Posts: 14
Posts: 14
Posted:
And what would I do if the President and Secretary can not or will not produce those documents ?
TimB4 (Tennessee)
Posts: 21,047
Posts: 21,047
Posted:
Gail,
Additionally, the
(d) In addition to any other duties and responsibilities as this article or the instrument may
impose, the association shall keep:
(1) Detailed minutes of all meetings of the members of the association and of the board
of directors;
(2) Detailed and accurate financial records, including itemized records of all receipts and
expenditures; and
(3) Any books and records as may be required by law or be necessary to reflect
accurately the affairs and activities of the association.
Additionally, the
(d) In addition to any other duties and responsibilities as this article or the instrument may
impose, the association shall keep:
(1) Detailed minutes of all meetings of the members of the association and of the board
of directors;
(2) Detailed and accurate financial records, including itemized records of all receipts and
expenditures; and
(3) Any books and records as may be required by law or be necessary to reflect
accurately the affairs and activities of the association.
TimB4 (Tennessee)
Posts: 21,047
Posts: 21,047
Posted:
Gail,
I wouldn't jump to what if's just yet. In addition to your bylaws, GA corporate law allows you access to these records but has some limitations requiring you to state the purpose of reviewing the records:
(d) A member may inspect and copy the records identified in subsection (c) of this Code section only if:
(1) The membeŕs demand is made in good faith and for a proper purpose that is reasonably relevant to the membeŕs legitimate interest as a member;
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect;
(3) The records are directly connected with this purpose; and
(4) The records are to be used only for the stated purpose.
I would suggest sending a simple cordial letter to the Board requesting access to the information. You may want to send the letter certified as proof that you requested it. Perhaps something like:
Dear Sir,
I would like to exercise my right under our bylaws [article, section] and GA Corporate law 14-3-1602 to review the records of the Association. My reason for wanting to inspect the records is [enter reason but keep it generic]. The specific records I would like to review are: [list with date range]
Usually, if the Board is aware that you know the law, they might hesitate but will typically allow it. You have not indicated your reason for wanting to see the records, so I can not be more specific. However, uou should be aware that you are not allowed to see any records that involve other members or litigation. Therefore, you can see the general balance sheet and check book registers but not if your neighbor is current on assessments. You typically can not see if your neighbor was fined for the same thing you were. However, minutes of meetings may be able to provide that information.
Worse case, if they do not provide the records you can take the Association to court to force compliance in allowing you access.
By the way: the web address to GA Nonprofit Corporation Code is:
http://law.justia.com/georgia/codes/14/14-3.html
The link to GA Property Owners Association Act is:
http://www.communityassociations.net/ga_poa_act.htm
(copy and paste into your browser)
Note: if you are a condo then the Property Owners act does not apply.
Tim
I wouldn't jump to what if's just yet. In addition to your bylaws, GA corporate law allows you access to these records but has some limitations requiring you to state the purpose of reviewing the records:
(d) A member may inspect and copy the records identified in subsection (c) of this Code section only if:
(1) The membeŕs demand is made in good faith and for a proper purpose that is reasonably relevant to the membeŕs legitimate interest as a member;
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect;
(3) The records are directly connected with this purpose; and
(4) The records are to be used only for the stated purpose.
I would suggest sending a simple cordial letter to the Board requesting access to the information. You may want to send the letter certified as proof that you requested it. Perhaps something like:
Dear Sir,
I would like to exercise my right under our bylaws [article, section] and GA Corporate law 14-3-1602 to review the records of the Association. My reason for wanting to inspect the records is [enter reason but keep it generic]. The specific records I would like to review are: [list with date range]
Usually, if the Board is aware that you know the law, they might hesitate but will typically allow it. You have not indicated your reason for wanting to see the records, so I can not be more specific. However, uou should be aware that you are not allowed to see any records that involve other members or litigation. Therefore, you can see the general balance sheet and check book registers but not if your neighbor is current on assessments. You typically can not see if your neighbor was fined for the same thing you were. However, minutes of meetings may be able to provide that information.
Worse case, if they do not provide the records you can take the Association to court to force compliance in allowing you access.
By the way: the web address to GA Nonprofit Corporation Code is:
http://law.justia.com/georgia/codes/14/14-3.html
The link to GA Property Owners Association Act is:
http://www.communityassociations.net/ga_poa_act.htm
(copy and paste into your browser)
Note: if you are a condo then the Property Owners act does not apply.
Tim
RichardP13 (California)
Posts: 1,767
Posts: 1,767
Posted:
Gail,
Your post asked what records were available for inspection by the Members. The answers you received essentially only stated that the Association needed to keep records. Tim has posted Corporation Law that says the Member may inspect records, but someone could argue that they may not inspect the records.
I like what your Bylaws state that "the records of the corporation shall always be open for inspection by any Member." Many times you will find that statues or law will let governing docs be the determining factor. Many times statues and laws are put in place in the event the governing documents happen to be silent on the issue.
As far as what records are available, I would think anything that isn't considered privileged and confidential.
This is from the last section of the GA POA Act. I am not a lawyer, thank god, and not sure how this actually plays out.
c) This article shall not be construed to affect the validity of any instrument recorded
before or after July 1, 1994, but benefits derived from or based upon this article may only
be claimed by developments submitted to this article.
Your post asked what records were available for inspection by the Members. The answers you received essentially only stated that the Association needed to keep records. Tim has posted Corporation Law that says the Member may inspect records, but someone could argue that they may not inspect the records.
I like what your Bylaws state that "the records of the corporation shall always be open for inspection by any Member." Many times you will find that statues or law will let governing docs be the determining factor. Many times statues and laws are put in place in the event the governing documents happen to be silent on the issue.
As far as what records are available, I would think anything that isn't considered privileged and confidential.
This is from the last section of the GA POA Act. I am not a lawyer, thank god, and not sure how this actually plays out.
c) This article shall not be construed to affect the validity of any instrument recorded
before or after July 1, 1994, but benefits derived from or based upon this article may only
be claimed by developments submitted to this article.
RichardP13 (California)
Posts: 1,767
Posts: 1,767
Posted:
Gail,
Your post asked what records were available for inspection by the Members. The answers you received essentially only stated that the Association needed to keep records. Tim has posted Corporation Law that says the Member may inspect records, but someone could argue that they may not inspect the records.
I like what your Bylaws state that "the records of the corporation shall always be open for inspection by any Member." Many times you will find that statues or law will let governing docs be the determining factor. Many times statues and laws are put in place in the event the governing documents happen to be silent on the issue.
As far as what records are available, I would think anything that isn't considered privileged and confidential.
This is from the last section of the GA POA Act. I am not a lawyer, thank god, and not sure how this actually plays out.
c) This article shall not be construed to affect the validity of any instrument recorded
before or after July 1, 1994, but benefits derived from or based upon this article may only
be claimed by developments submitted to this article.
Your post asked what records were available for inspection by the Members. The answers you received essentially only stated that the Association needed to keep records. Tim has posted Corporation Law that says the Member may inspect records, but someone could argue that they may not inspect the records.
I like what your Bylaws state that "the records of the corporation shall always be open for inspection by any Member." Many times you will find that statues or law will let governing docs be the determining factor. Many times statues and laws are put in place in the event the governing documents happen to be silent on the issue.
As far as what records are available, I would think anything that isn't considered privileged and confidential.
This is from the last section of the GA POA Act. I am not a lawyer, thank god, and not sure how this actually plays out.
c) This article shall not be construed to affect the validity of any instrument recorded
before or after July 1, 1994, but benefits derived from or based upon this article may only
be claimed by developments submitted to this article.
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
Quote:
Posted By GailW3 on 09/05/2010 4:33 PM
And what would I do if the President and Secretary can not or will not produce those documents ?
And what would I do if the President and Secretary can not or will not produce those documents ?
Good question Gail. There are rules and then there is reality. When the office in charge of the HOA's records refuses a reasonable request to review the records first educate them on the rules, i.e.,:
1) send a registered letter to that party quoting the applicable rule allowing you to review the records; what records you want to review; the reason for your request; a deadline date for review; and the action you will take if a review those records does not occur.
2) if you get an answer that there are no records then consider action to replace the Board members if justified.
3) if you get an answer refusing to view the records requested you could send a copy of that response to all Board members and advise them to correct this or legal action will be required. And that if legal action is required they will individually be liable for your legal expenses. Advise them that if they knowingly fail to comply with the rules then D&O insurance will not cover them.
4) throughout this process document everything in writing in case it becomes serious enough to justify legal action.
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