Non Profit Status/Availability of BOD Minutes

Hello All! Happy Monday (ugh!)

As some of you know from my previous post I am considering a seat on the BOD. I have been on many committees of the board over the years, but never the BOD. I have been encouraged by members and the BOD and was nominated for a seat.

I have tried to familiarize myself with everything I can about the CCR and Bylaws over the years - and have read them at least 3 times in the last month due to the recent issues.

I asked if we were a nonprofit (I never thought to ask before reading this site) and I was told by the secretary and another BOD member "I don't know" so I searched https://www.secretary.state.nc.us/corporations/nonprofitcounty.aspx and I couldn't find us listed. Does that mean we are not one, or should I press further with this issue or is there somewhere else I should look?

Second, I asked to review the BOD meeting minutes. I was told "No, I could not review those" and in some cases "Minutes were not always taken". In reviewing the CCR and the Bylaws there is nothing specific about the BOD meetings except that " Notice Of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting;" and so on about the required time to notify members of the BOD and the right of BOD members to call a meeting.

If we are a nonprofit the rules in NC are pretty well laid out in Chapter 55A North Carolina NonProfit Corporation Act and the bylawa probably need review and the BOD minutes should be available to members. If we are not a nonprofit - are they correct in that they do not have to give homeowners access to the BOD minutes?

I'm learning in hopes of 1. being a good future BOD member (if it comes to that) 2. being an informed homeowner and 3. really evaluating the current situation of the Board

Many thanks for all your helpful advice -- I stayed up til 3am last night reading postings on this site -- it's addictive and that's how I even knew to look at the secretary of state and the Chapter 55A in the first place -- again Thanks so much!

The CC&R's should state the name of the association, whether it will be incorporated, and whether it shall be a non-profit corporation.

When the officers and directors do not know the answers to these questions you have big problems because that is pretty basic information.

Thanks for the responses!

Tim do you mind helping me out a little bit with the part of your reply.

Per § 47F-3-118. Association records (scroll down the page):

(a) The association shall keep financial records sufficiently detailed to enable the association to comply with this Chapter. All financial and other records, including records of meetings of the association and executive board, shall be made reasonably available for examination by any lot owner and the lot owner's authorized agents as required in the bylaws and Chapter 55A of the General Statutes.

Since it is not required in our bylaws, it looks like this is saying that it is required in Chapter 55A of the General Statutes. I am interpreting this the same way you would?

If that's the case, does 55A apply to HOAs that are not nonprofits?

Many thanks!

Larry

I don't know why I didn't think of this earlier - it's another DOH! moment for me. Especially since I was so proud of myself for reading the documents so frequently recently. You (of course) were right -- it clearly states that it is a non profit. If it was a snake it would have bit me!

Many thanks!

So if I'm interpreting everything correctly (please let me know if I'm assuming too much here)

According to NC General Assembly Chapter 55A: North Carolina Nonprofit Corporation Act
§ 55A-16-01. Corporate records.

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting pursuant to G.S. 55A-7-04, 55A-7-08, or 55A-8-21, and a record of all actions taken by committees of the board of directors in place of the board of directors on behalf of the corporation.

In combination with Chapter 47C.

North Carolina Condominium Act.

§ 47F-3-118. Association records.

(a) The association shall keep financial records sufficiently detailed to enable the association to comply with this Chapter. All financial and other records, including records of meetings of the association and executive board, shall be made reasonably available for examination by any lot owner and the lot owner's authorized agents as required in the bylaws and Chapter 55A of the General Statutes.

Means they are required to take minutes and they are required to make the reasonably available.

Am I correct in my assumptions and pointing to the applicable statutes. I want to make sure I'm clear when I send my next request.

And a new question of sorts, in the same arena - let me know if you think I need to start a new thread.

As I stated above our bylaws say: " Notice Of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting;" and so on about the required time to notify members of the BOD and the right of BOD members to call a meeting."

How does that jive with:

§ 47C-3-108. Meetings.
(b) Meetings of the executive board shall be held as provided in the bylaws. At regular intervals, the executive board meeting shall provide unit owners an opportunity to attend a portion of an executive board meeting and to speak to the executive board about their issues and concerns. The executive board may place reasonable restrictions on the number of persons who speak on each side of an issue and may place reasonable time restrictions on persons who speak.

I know there is a lot of leeway with "at regular intervals" - should I just ask them when was the last time BOD announced the meeting and opened it up for unit owners to speak?

As always,
Many thanks!

Thanks Tim for that reference -- looks like I'm going to be up til 3 am reading again -- but it's great stuff!

Thanks Tim -- Sigh, One thing at a time. I guess I'm worried about the = "we don't always take minutes" mentality and especially in light of the recent issues what that might bring. I don't want to sound like I'm only willing to consider the job if it's going to be smooth sailing because I know that will never be the case - I just want to feel like I know a little bit about what I might be getting myself into.

I searched again and couldn't find anything. I'll call tomorrow and see if maybe I'm having an even bigger DOH! moment and doing something incorrect in my search.

But it leaves me wondering, if we are not recognized by the state, does that alter the requirement to be in compliance with NC Nonprofit Corporation Act?

John - I'm not expecting a lot from the minutes - I really just want to see what kind of shape they're in more than anything else. Things are more than a little bit intense these days and I'm wondering if big ole litigation is headed our way. So I hope I find exactly what you describe - brief and only containing the bare necessities. Especially this whole new design layout - there's no telling what the minutes will reflect about that - hopefully again - just what you described.