member access to annual meeting minutes

Hello,
I am a new member of an association in a neighborhood in Michigan of about 30 homeowners that has been established as a nonprofit corporation to maintain the roads for access to our homes. The roads are 5 miles through State Forest and are basically sand, gravel and of course, in the winter snow. The charter is to maintain the roads. Plow the snow, grade and add gravel and culverts etc.
I have been told that in order to review the recorded tape recording of the meeting I must be either a board member or have a board member present while I listen to them.
The reason I want to listen to them is because the written, published minutes that came with the announcement of out next annual meeting said "After 3 Hours of brow beating, and one member walking out in discuss, No real business, old or new was accomplished. Meeting adjourned. 4:10."
In fact, there were several discussion concerning the operation of the "Association" and they were not reported in the meeting minutes and would like them made available to our membership.
I have reviewed our bylaws and the Michigan Corporate law and can find nothing that says that this is the rule.
Is anyone out there familiar with the state of Michigan laws that could support my view on this issue?

Thank you in advance for any input.

Michael,

I cannot provide any help as far as familiarity with Michigan law, but here is some stuff to think about.

Unfortunately, the meeting minutes (as unprofessionally as they appear to be written) seem to accurately describe the real business conducted during the meeting . . . which was none. Discussion of things does not need to be in the minutes.

However, an audio recording of the meeting was made, so it is now a record of the association.

Read through your documents and Michigan Law to determine what records you, as a homeowner, are permitted to obtain and how they may be obtained. My belief is that if requested appropriately, you should be allowed to listen to the audio and obtain a copy at some minimal cost.

If you can't find reference to what you were told . . . that a Board Member must be present when you listen to the tape . . . then question that with whoever told you that is the case. Tell them to provide you with documentation that indicates that is the process. If it cannot be provided, then they have no leg to stand on and you should be provided access to listen to the tape. If you desire a copy of the audio, there may be a charge for such. However, assuming it's a digital recording, the time it takes to produce the file should be minimal.

I did attend the meeting and I feel that there was some important issues that were brought up that the membership should be aware of.

I will request a copy of the minutes.

Thanks.

I have been told that I can listen to the tapes with the restrictions that I mentioned and I am ready to do that. I asked each of the Board members that day and only one has responded to me saying it would be at least a week before she could do it and did not give me a day or time even though I asked.

I understand the issue of "altered, destroyed or taken" and it does make sense, however, I couldn't find anything in the bylaws or State Law that says that is a requirement so I don't feel I must adhere to it since I am a paying member.

I have read 450-2487 and 9.b. provides me with the right to "copy and make extracts from the records" but at the time (Sunday) I didn't ask for copies. I believe I am being "stone walled" and that I will continue to be put off. (I don't think it is appropriate to go into why here).

It seems that my best option is to get a copy of the tapes.

So do you think I should make a separate request for copies? Or, request to go to the location of the records to inspect/copy? Or, both notify and then visit?

The records are being kept in one of officers home. We have a PO Box as our official address. Therefore, do you think "during regular business hours" (Sec. 487. paragraph 2) can be interpreted as 9 to 5 at the officers home?

I'm sorry if I may have made this answer a bit lengthy.

Thanks.

Of course you are right and it is a reasonable policy. I don't like it that they, basically 3 people, who have been on the board for 10 to 20 years are treating me like I can't be trusted when they have no evidence of it.

I became a member when I bought my mother's house who lived here for over 30 years. I know these people and they know me and should know that I am responsible. There are several problems with the organization that I have uncovered since I became a member (the most serious of which is no liability insurance on the corporation) and I believe they don't like it that I am bringing them up and trying to correct them.

They have been running the organization for years and I'm sure they feel like I am interfering. Of the 30 or so property owners, there are only 5 that live here year round. 4 of them are the board members of which 2 are husband and wife.

This last meeting got pretty out of control as the result of one of the new owners dominating and being rude so there was an awful lot going on and I want to be sure I have the facts; thus my desire to listen to the tapes. There has also been an accusation that I spoke inappropriately, which I'm sure I did not but want to hear myself on the tapes ( about 3 1/2 hours) to confirm. If I did anything like that then I owe the members an apology.

I have had several conversations and communications with one board member over the past year because the Pres and VP don't respond to my emails (phone calls didn't work either). I honestly don't feel that they are working with me. The issue of the meeting tapes is one in a series of difficulties I have encountered.

I understand the cost issue regarding the tapes and that isn't a problem.

As far as the annual meetings go, the bylaws state that a quorum is "A majority of the Board of Directors and members". Typically, there are the 4 board (Pres, VP, Treas and Sec) and 4 or 5 members. They justify having the meeting because in a previous set of bylaws the quorum requirements were 10 people. I have only been to one meeting so I'm just figuring this all out. The VP always brings at least 3 proxies, the husband and wife are considered 2 votes even though they are only one property, so they control the vote. A couple of other problems I have pointed out.

I could go on about the irregularities I have found but I'll just leave it at that.

Our next meeting is the end of this month and I'm concerned that they will simply continue to delay access to the tapes and I would really like to have that information for the next meeting.

Again, sorry for the lengthy reply. The situation is complicated and I'm just learning
"the ropes".

I worked in manufacturing as a project engineer for almost 30 years and developed a pretty good set of people skills and consider myself a good communicator. But I have to say this has been a challenge.

Thank you so much for your feedback and the time you have taken with this.

Again, you are absolutely correct. I can assure you that my approach on all these issues has been sincere, polite and professional. I spent 30 years forming teams, getting consensus, developing buy in and operating in a team environment.

I'm afraid they are defensive because as I said, they have been doing things their way for so long and they simply don't want to hear about the problems.

Before I said anything at the meeting I sent an email to the Pres and VP explaining my concern that we were exposing ourselves to some potential liability because we, the corporation, had purchased a plow vehicle that was neither registered nor insured. Purchased by the President prior to the request to the membership to vote on the purchase and agree to the expenditure.

Additionally, we, the corporation, the President to be exact, hired 2 young men, 18 and 19 years old to trim trees along the road with chain saws. They were neither bonded nor insured.

I did not receive a response from either. I did get a response from the Presidents wife (the Treasurer) saying basically not to worry because her husband had liability insurance through the business he owned and operated. She has been demeaning and condescending to me in her responses.

As regards the young men, when I talked to the President he told me that they were his nephews and since they were family not to worry.

So when it came to the annual meeting, this last one, I brought it up thinking it would then become part of the meeting minutes and so go out to all the members so they would be informed of the issue. But as you know, it did not.

I now know that I will have to make a motion that we vote to get insured. Live and learn. I also now know that with the make up of the people at the meeting, I probably won't get my motion passed. But I'll try.

I then found that the corporation had been dissolved almost 15 years ago.
When I made them aware of it and suggested that we reincorporate, I was told that we couldn't because we had to submit the bylaws which required an update to include all previous by law versions.

As you may know, there is no requirement to submit bylaws to be incorporated in the state of Michigan and I informed them of that too. It took over a year for the reincorporation to get done. With the uncompleted bylaws that the state didn't need submitted with the application.

I did volunteer and was elected/appointed as a director at large to help with the bylaws. I made my recommendations, was thanked and then basically dismissed. I then resigned my position because based on my research, I felt that as a "Board Member" on a non-existent corporation it would potentially increase my exposure to a law suit.

Great questions.

BTW How do you get my text in those cool looking boxes?

OK.... But when I do that all of the text in my post shows up. So now how do I get separate boxes with excerpts of the text in them?

on reply

This is just a test lol

During my research about the nonprofit corporate laws I came across a statement indicating the the officers of Board of Directors where not allowed to vote a proxy at the annual meeting.

I can't find that information now nor was I able to find anything specific to that point in the statutes so was wondering if you knew anything about this.

Thanks for the clarification. I knew about the form and the signature but not the precise definition. That helps a lot.

Is the Director/Officer Proxy rule applicable to Michigan?

I didn't see find it either.

If you find it, cite it and everyone can weigh in.

NP,

I was talking about the section Michael said prevented Officers from being a proxy.

What you have sited is the Michigan BUSINESS CORPORATION ACT Act 284 of 1972. Since we are a nonprofit corporation we should be looking at the Michigan NONPROFIT CORPORATION ACT Act 162 of 1982.

Took a quick look at 162. Saw no reference to proxy voting. Assume that the default would be 284 but not sure.

Re your question about proxy rights of officers, doesn't make sense to me since. Officers don't vote. Directors do. Am unaware of any law in any state would allow a Director to vote via proxy. Directors cannot assign their votes to anyone else.

Individual can wear 4 different hats. Director, Officer, Association Member (Homeowner), Proxy.

In most HOAs, Directors are elected by a general election of the Association Members. After the election, Directors decide who is going to be Prez, VP, Sec, Treas, etc. a/k/a Officers.

Your Annual Meeting is a General Meeting of the Association Membership. Homeowners who are eligible to vote can make anyone they want their Proxy (person who is going to vote on behalf of the homeowner.) Anyone is anyone. So if I happen to choose an Officer to be my Proxy, then I can.

Hope that helps.

Here's a link to a nifty document on road associations put out by the state of Maine. Suggest you get familiar with it's contents before you start looking into partitioning.

http://www.maineroads.org/Resources/Documents/road_association_guide.pdf

If you have to rely on each other to keep the roads maintained, attempting to partition seems silly but that's just my opinion.

MichaelB37 Mich ;

Wonder how easy to reach your property if group maintenance is removed ?

1- If as you say your road system / other commonly used essentials ? are expressly & outright corporately "owned" - not merely managed by nor merely contracted somehow subject to a nonprofit corporation with or without CCRs - the scenario may include a corporate winding down under Michigan law and the contents of the articles of incorporation.

If there concurrently are CCRs on title affecting the roads, expect to need 100 % consents to also de-register or amend incl by a parallel court order if they do not contain some sort of formula to terminate or amend those CCRs. Ever try getting 100 % sign-offs, including from lenders on title too ? No roads ?

2- Tom Dick & Harriet own a farm without incorporation nor any management/cost sharing/succession other document. 2 want to sell but one flat outright refuses, so sale impossible and how many buyers would even dare buying into such ?

Seeking judicial "Partition" is a possible remedy for dysfunctional shared owners in common typically without governance framework like CCRs & incorporated entitles etc

To see what genuine "partition" is about , suggest start by tracking down Michigan ch 33 revised Judicature Act of 1961 – Act 236 - 1961 -33 sections 600.3301 to 600.3372
http://www.legislature.mi.gov/%28S%28yxuhzqz0kzuttgdba4ytwupk%29%29/mileg.aspx?page=getobject&objectname=mcl-236-1961-33&queryid=17120029&highlight=partition

I will take you up on your suggestion since as I said, I'm trying to learn.

MichaelB37 Michigan :

Sorry "CCRs" - codes/covenants,restrictions - you may know them as "restrictive covenants" on title or attempts to transform contractual benefits/burdens promises into something that runs with property title / binds transferees. If you're more than 200 years old you may remember them as incorporeal hereditaments. Good luck with the outcome