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GlenM4 (Tennessee)
Posts: 141
Posted:
As a board member, if some stops and talks to you about hoa , if you get a peraonal message about hoa, or an enquire in the hoa email. Should this be disclosed to all commuity?

If yes why, if no how do u support this?

AugustinD
Posts: 5,144
Posted:
No to disclosing such inquiries to the entire community. I think doing so will deter members from voicing legitimate concerns. Notice that, say, the City or federal government does not publish complaints from citizens. They might be available via freedom of information act requests, but otherwise, they're not.

If board members are getting too many of these queries, then direct members to go through the HOA manager. The HOA manager should be competent enough to separate the wheat from the chaff and respond to many concerns him- or herself, while reserving extraordinary concerns for the board.
KimberlyW2 (Tennessee)
Posts: 38
Posted:
I hope you have a property management company- and then you can direct the person and their questions and concerns to your property manager.

If you open yourself up to casual conversation ( in person-say at the mailboxes ) then, suddenly you become the " face " of the HOA and your once friendly neighbors think you answer to them- about everything. Good or bad.

That said- if you do NOT have a property management company - and you are being hounded in person, make sure you have an e-mail address you can direct the membership to for questions and concerns. It should be easy enough to establish an e-mail account specifically for the HOA - monitored by the BOD. That way, you have a record of everything and can save all communication.

I do hope you have a property manager and can let them deal with it all!
GlenM4 (Tennessee)
Posts: 141
Posted:
No manager, and email is the problem. A member thinks all emails to the board should be disclosed.
KerryL1 (California)
Posts: 14,550
Posted:
Are you on the board, Glen? Without a manager, Kimberly's advice looks good.

to support my "no" reply: Ask the person, Glen, to show you where your governing documents or state laws says very inquiry to the Board must be reported to the community.
KimberlyW2 (Tennessee)
Posts: 38
Posted:
Nope. HOA membership is not privy to e-mail discussions between the board. Those would be considered confidential communication.

They may know financials, number of delinquencies and amounts, budgets, capital improvement plans, assessments upcoming, etc. Anything that would be discussed in open forum at a meeting of membership.

Things discussed in e-mails between board members may contain information not available to the general membership of the Association- legal issues and such.

JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By KimberlyW2 on 03/19/2018 11:43 AM
Nope. HOA membership is not privy to e-mail discussions between the board. Those would be considered confidential communication.

They may know financials, number of delinquencies and amounts, budgets, capital improvement plans, assessments upcoming, etc. Anything that would be discussed in open forum at a meeting of membership.

Things discussed in e-mails between board members may contain information not available to the general membership of the Association- legal issues and such.


Careful Kim. I believe is some states Email between BOD Members is considered public as in available to all members. Might not be in TN and it is not in SC.

We have posters from all over the country. Be careful
KimberlyW2 (Tennessee)
Posts: 38
Posted:
Thanks, John. And, to be honest I assumed they would be private considering we are not allowed to disclose to membership names or legal steps for delinquent accounts- and those issues are discussed regularly through e-mail. We also must have an executive session for any board meeting where members attend. ( Although that rarely happens ). Heck, without e-mail we would likely not have a board at all. It is all I can do to get a yes/no vote on the most mundane issues. If we had to actually meet to vote on things- no one would be a board member. They are very reluctant to do so with the bare minimum requirement...but, I digress.

So, to our OP- Glen: I must retract my original reply. I am not sure IF e-mails must be disclosed by law if requested by Association members in our great state of Tennessee and have had a hard time finding a law that states yay or nay. Our governing documents were put in place long before e-mail was a common source of communication.

Anyone else from Tennessee that may give Glen correct information regarding this e-mail issue and enlighten me at the same time??

KerryL1 (California)
Posts: 14,550
Posted:
I'm not so sure JohnC is correct about some states allowing any Owners to have access to emails among directors. In CA, they are "discoverable" in legal cases. but I've never heard of what John asserts. Can you its your source, John?

I don't know about TN, but if the board makes decisions by emails in the states that I do know about (only a few), the vote must be by unanimous consent and the topic and vote must be in the minutes of the next board meeting (for non-executive session matters).

I think, Kimberley, the OP wants to know about an email from owners to a director vs. among directors.
AugustinD
Posts: 5,144
Posted:
I concur with Kerry's statement. I would emphasize the following, based on experience in my state (which is not California): Emails that do not represent "action without a meeting" are only potentially available via discovery in a lawsuit's proceedings. I wrote "potentially" because even some of these emails among directors may involve legal privilege, such as privacy issues and discussion of, say, strategy for a lawsuit. Such privileged communications may never be available to members, even via discovery proceedings.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Glen,

In my opinion, the response to that individual should be:

That is very interesting. I'm one member and one vote. Decisions are made by majority vote at the Board meeting. I'm willing to bring your concern to the Board, but it may be better if you present it yourself in case there are questions or I am not fully understanding the issue.
JanetB2 (Colorado)
Posts: 4,219
Posted:
I like Tim’s response. Also, be careful on responding to any emails receive as they should be discussed by the BOD and response made as all agree. In TN you potentially need to rely more on the Corporate Statutes which state with regards to records:

48-66-101. 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, and a record of all actions taken by committees of the board of directors in place of the board of directors as authorized by § 48-58-206(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(1) Its charter or restated charter and all amendments to it currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
(5) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under § 48-66-201;
(6) A list of the names and business or home addresses of its current directors and officers; and
(7) Its most recent annual report delivered to the secretary of state under § 48-66-203.

48-66-102. Inspection of records by members.
(a) Subject to § 48-66-103(c), a member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the records of the corporation described in § 48-66-101(e) if the member gives the corporation a written demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(b) A member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy:
(1) Excerpts from any records required to be maintained under § 48-66-101(a), to the extent not subject to inspection under subsection (a);
(2) Accounting records of the corporation; and
(3) Subject to § 48-66-105, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) only if:
(1) The member's demand is made in good faith and for a proper purpose;
(2) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3) The records are directly connected with the purpose for which the demand is made.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws.
(e) This section does not affect:
(1) The right of a member to inspect records under § 48-57-201 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a court, independently of chapters 51-68 of this title, to compel the production of corporate records for examination.

The first statute above notes that the HOA is to keep all written communication to members for pretty much the past three years. Then the second in (a) notes members entitled to inspect records described in the first statute under 48-66-101(e), which would include those written records. However, while an member is entitled to inspect I do not see anywhere states must distribute to all members. Your BOD needs to review and see how want to best address and potentially just tell the individual any member can request to review our records. If you wish to do so then please make your request following the State Law and our Governing documents. They most likely will drop the issue.

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