Meetings, amendments, contracts

Hi Mark,

I will say that what you experienced at your Board meeting is common for many annual meetings.
There can be a lot of complaining about how things are done but few who volunteer to be the ones willing to make those things happen.

To answer your questions:

Based on your posting, it will take 39 yea votes (75% of 52) to change your CC&Rs or Bylaws.

If only one Officer signs and records the paperwork to amend the document, it can be a basis to challenge that amendment. However, that challenge would be through the courts (something that can be costly in time, money and energy for both sides).
No guarantee that one would win on that technicality alone. Some States also have a time frame to challenge any amendment. You will need to check applicable statutes to see if your State is one of those.

Yes, typically members have a right to a copy of any signed contract. Check your governing documents and applicable laws (don't forget corporate law if the Association is incorporated) to be sure.

As for banning members from the Board meetings, you will need to check your governing documents and applicable laws.

Based on your posting the likely applicable statutes would be:
Ohio Revised Code, Title 53, Chapter 5311 Condominium Property
Ohio Revised Code, Title 17, Chapter 1702 Nonprofit Corporation Law (but check to be sure your Association is incorporated as a nonprofit - most are).

Ohio Statutes can be accessed here: http://codes.ohio.gov/orc/

Mark,

Looking at the statute you specified, I found:

5311.08 Unit owners association.
(3) Unless otherwise provided in the declaration or the bylaws, all meetings of the unit owners association are open to the unit owners, and those present in person or by proxy when action is taken during a meeting of the unit owners association constitute a sufficient quorum.

5311.01 Condominium property definitions [emphasis added].
(DD) "Unit owners association" means the organization that administers the condominium property and that consists of all the owners of units in a condominium property.

In my opinion, this section only applies to general membership meetings and not Board meetings.
Please note that the statute also defers control (what must be complied with) to the CC&Rs or Bylaws.

I also base this on the fact that 5311.08 4(a) says:
A meeting of the board of directors may be held by any method of communication, including electronic or telephonic communication provided that each member of the board can hear, participate, and respond to every other member of the board. Hence, the Board could all meet by skype or through a conference call if desired (vs. meeting in person).

This may help.

http://communityassociations.net/required-organizational-documents/

When you are reading Statutes if not sure regarding some terms look at that particular statutes "Definitions".

In my state some reading the HOA statutes and coming across a term such as "Phased Community" would just think about what phased might mean (i.e. gradual stages) when in actuality for CCIOA it is a community still under development. The definitions will help gain better understanding as you read.

Mark, it looks like some of our good posters pulled through. what fine advice!!

Bad link.

Here is the correct one: http://www.ww3.ottesq.com/articles/our-clients-ask-us-open-board-meetings

I do wish that they actually provided the basis for their opinions.
Additionally, the article isn't dated, hence we don't know if the laws changed that may make that opinion mute.

One more, which I believe better supports my opinion:

Proposed Changes to Ohio Condo Law May 2016 article from a legal firm.

From that article:

House Bill 534 has been proposed in the Ohio legislature which could result in significant changes in condominium operations in Ohio. . . . The [proposed] law requires that board meetings be open to all unit owners and a portion of each meeting be allocated for comments by unit owners.

If the law required board meetings to be open, a bill to amend the law wouldn't include that board meetings be open.

Here is info on the bill:

https://www.legislature.ohio.gov/legislation/legislation-summary?id=GA131-HB-534

If you serve on the Board, it's always good to keep an eye on proposed and adopted changes to the applicable laws from your State.

Holy crap Tim
You have got to be professional advisor on here! And I do appreciate your responses.
I did view HB754 and agree with your logic. Can never have to much knowledge as I plan to view it all.

Thank you!