Iowa Nonprofit and Open Meetings Law

Seeking opinions and intrepretation of Iowa Nonprofit Corporation and Open Meeting Law. My HOA does not allow members at board meetings and getting them to provide/review documents is a real challenge. Thanks.

Larned A. Waterman
Iowa Nonprofit Resource Center
130 Grand Avenue Court, Iowa City, Iowa, 866-500-8980

Open Meetings Law and Disclosure Law and Iowa Nonprofits

The laws of open meetings and public disclosures in many cases apply to nonprofit organizations as well as government agencies and for-profit organizations. The following is a cursory discussion of these laws. Part I provides an overview of the law of open meetings including applicable statutes and definitions. After a discussion of privacy and confidentiality in Part II, Part III sets forth some public disclosure and access to records rules. Part IV analyses a recent Iowa Supreme Court opinion regarding disclosure laws applicability to private organizations. Part V concludes the discussion with a list of public trust and ethical considerations relevant to public disclosure. This report is not intended to be a complete representation of all the laws and regulations concerning disclosure.

I. THE LAW OF OPEN MEETINGS FOR IOWA NONPROFIT ORGANIZATIONS
Nonprofit corporations under Iowa law are private entities. Therefore, the primary rule is that board meetings are for the board of directors and not others, unless the board wishes to open them to others. There are, however, a number of factors that impact whether a nonprofit is required to have more persons at the board of directors’ meetings than the directors. These are:
• There is a voting membership in the nonprofit corporation;
• The nonprofit gets some of its funding from property tax revenues and pari-mutuel betting, or other gambling revenues and so is a “governmental body.”

Revised model nonprofit corporation act and voting members in Iowa

The primary provisions regarding nonprofit corporation’s voting members’ meetings and rights are set forth in Iowa Code 504.601 - .641 and 504.701 - .721. The act does not require that members be allowed to attend board of directors’ meetings. Rather, it states that the rights of the members must be spelled out in the articles of incorporation or bylaws, Iowa Code 504.611.When the corporation has voting members, the role of the members is raised with respect to a great number of issues, and if the articles of incorporation or bylaws are silent on the matter, the Iowa Code provides default provisions on such issues as amendment of articles of incorporation by the members, Iowa Code 504.1003, and of bylaws, Iowa Code 504.1022; inspection of records by members, Iowa Code 504.1602; and financial statements for members, Iowa Code 504.1611. While board meeting attendance is not required by the statute for voting members, a strong plan of interaction of the board and membership is necessary.

The governing documents are silent on members attending board meetings and availability of records to the members.

The Articles of Incorporation and by-laws allow for amendment by a 2/3 majority of the membership.

As I have stated before the CC&R's have expired are in invalid.

If they are silent then each Board may adopt their own policy on allowing members to attend.


Based on this statement, it appears that you are aware of what must be done if you want to adopt an open meeting requirement.


Ahh, I forgot about that thread.

Well, then the governing documents would only consist of the Articles of Incorporation, the Bylaws and any formal resolutions adopted by the Board.

A resolution is a Board's decision on an issue. To me, a formal resolution would be a decision that was formalized into a policy document (typically procedures, list of fees, guidelines, etc.).

Rules and Regulations that are not part of the CC&Rs, Bylaws, or Articles of Incorporation would be resolutions.

My Association has three type of Resolutions:

1. Policy - this would include rules/regs, guidelines, etc. Basically anything that directly affects the members.

2. Administrative - this would be procedures used only by the Board or Committees. Example, we have an admin procedure on how to issue a disclosure statement and how charges are applied. Even though they are administrative resolutions, they are published to the membership just as policy resolutions are.

3. General - this category is used for decisions that we want to document more formally but isn't really a policy or administrative procedure. We mainly use this category when we appoint (vs. elect) members to the Board or on a committee. We also used it to better document a vote by the membership on how funds obtained by the County taking property to build a parkway were to be spent.

I should also note that for our Association, rules and regulations that the board may adopt are only applicable to common areas.

Guidelines adopted by the board are just that, guidelines which are used by a committee to standardize what should or shouldn't be approved when a request is received. When we recently changed our guidelines, we used a committee of members, the ACC, the Board and feedback from the entire membership as well as clarification from legal counsel on some sections prior to adopting.

changes to Covenants, Conditions and Restrictions are done by amending the appropriate document.