Open Meetings Act / Michigan

I am Secretary of a 7 member HOA board of trustees. Four members want to hold closed board meetings, and three (including me) want to hold open board meetings.

There are some reasons we would want to go into closed session, and we have done that infrequently. Examples that come to mind are to discuss the purchase of property and to discuss a pending legal matter.

One trustee has cited this part of the Open Meetings Act as a reason that we can go into closed session for "any reason":

15.267 Closed sessions; roll call vote; separate set of minutes.
Sec. 7. (1) A 2/3 roll call vote of members elected or appointed and serving is required to call a closed
session, except for the closed sessions permitted under section 8(a), (b), (c), (g), (i), and (j). The roll call vote
and the purpose or purposes for calling the closed session shall be entered into the minutes of the meeting at
which the vote is taken.

Is the trustee's interpretation correct? Could 2/3 of the trustees vote to go into closed session for other than the permissible purposes? If true, then a corrupt board (or 2/3 corrupt board) could conduct business in private.

Help!

I don't know how the laws in Michigan apply, I do know in Kansas our meetings are required to be open. In my feeble opinion any attempt to not have open meetings is a red flag to the community (if they are paying attention). There are appropriate times for executive sessions for appropriate topics. From a board members perspective if there is something I can't say in front of all the homeowners then i need to rethink what I am doing.

Your bylaws should state whether regular and special meetings of the board are open to the membership. HOA's are not public entities and therefore do not come under the states' Open Meeting Laws. Jean

Our bylaws state: "All meetings are open to Members in Good Standing." Currently, the only way a member would lose their good standing status would be for nonpayment of annual dues.

Thank you to everyone for your thoughtful replies.

As you might guess, the background to my initial question is long and complicated. The new HOA president does not understand Robert's Rules of Order, the difference between a rule and a bylaw, how to amend or create a rule or bylaw, and many other facets of running a HOA. Worse, the new president talks with other trustees privately and inappropriately. Worse still, the new president has harassed a few members who live adjacent to the beach by staying out late on our HOA beach. Worst of all, the new president is making decisions on his own and generally behaving like a bull in a china shop. I could go on, but you get the idea.

I don't think our HOA would fall under the Michigan Nonprofit Act. Our HOA was formed under PA 137, Incorporation of Summer Resort Owners.

I am biased and very much want to hold open trustee meetings.

HOA Secretary

If you are under the Summer Resort Act, then there is a whole different set of rules. You can do a search for Michigan Summer Resort act and you will find some really useful information. The Summer resort act considers members as "freeholders" and is a "governing body" of its own. Attorney General Frank Kelly and the Michigan Bar Association have some good articles and decisions as well that are useful. Either way "keep it open" as much as possible. Transparency is better than looking shady!

So you have answered your own question.

Members CAN attend - but are not given permission to pariticpate in discussions UNLESS recognized by the presiding officer to give input.

Things are in the hands of your presiding officer. That person needs to know how to run a meeting and how to deal with outbursts from the audience OR other board members.

My apologies, I should have given background information. I was thinking that if I omitted the background information, it would help the discussion.

Two of the officers who are looking for ways to meet in private want to do so because of their own poor behavior and rudeness toward members. The officers don't want their misconduct to come to light.

In the last day or so, it's looking like they will try to have the board go into executive session to talk about a personnel matter. They have not yet said what the personnel matter is and it seems like a red herring.

So, I should have been more blunt:

If a dishonest, corrupt HOA President wants to hold meetings in private because he wants to deflect member complaints away from himself, and does not want members to hear his "side of the story" regarding many incidents, can he do that? What I am reading in the OMA says we can go into executive session only for a specific list of exceptions, OR a 2/3 vote of the board.

(Just my opinion, but I don't agree with the provision that 2/3 of a board can agree to go into closed session. If 2/3 of your board was corrupt, they could hold all their meetings in private!)

Thanks very much.

What does it mean when a post's author changes to "Posts:0" and the state of residence disappears? This has happened to "CrystalK1" who started this thread.

Does it mean that the person has left the group? Been thrown out? Suspended?

Tim,

I think that there may be more to this than a glitch. If past experience holds true, we will never hear from "CrystalK1" ever again.

So when all a person's posts change to say "Posts:0" it means that the member has closed their account.

Lawrence, thank you for your thoughts.

During my first meeting with the new President, he referred to Robert's Rules as "Robert's Rules crap" and declared that he knew what was best for our HOA.

When our HOA was going to replace an old split rail fence, I contacted our township to see if we needed a building permit or land use permit. Four trustees, including the President, were very angry with me and wrote that the $25 permit was a waste of money and that I (as Secretary) should not take initiative in this type of situation.

My other threads have to do with a closed session the President is trying to arrange so I can be disciplined.

One trustee who favors open meetings is out of town this week. The President has called a board meeting in two days, and it seems there will be the 2/3 vote required to hold a closed session for other than the stated list of exceptions.

I am discouraged to know that the OMA protects a board of dishonest trustees by allowing them/us to meet in closed session as long as they have the required 2/3 vote required to meet in closed session.

Furthermore, if I am censured (or whatever form the discipline will take) I will not be able to discuss it with other members because of confidentiality.

The new President is hostile, sexist, and a bully.

Sorry for the rant. It's been a rough couple of months.

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Distraught HOA secretary

Actually, I posted in your other thread the information about decisions not being allowed in closed session: RE: Tape record a closed session?

Before you even consider "removing " the President please read the Michigan Non-profit corporation act if you are incorporated. The summer resort act is "totally different". If you wish to remove the President and you are incorporated; then legally according to the act all the board can do is "suspend" the Presidents authority if he was elected to the position by the membership. If he was appointed to the position by the board then the board can remove. Again the summer resort act maybe different. But then you may fall under the Michigan Business act and it to covers removal of an officer. My opinion for the "two cents it's worth" , "Keep it open & Honest". Good luck.

I hope with is resignation that your association will be able to move forward. Its looks like you know your place and are working for the members. Keep up the good work.