Letter to inspect members list and records

JanineR, I cannot tell from your draft letter which specific records you want to see. Do you only want to review the member list? Or are there other records you want to see?

Members list,
and at minimum about 15 invoices to one vendor for an insurance claim plus their contract.

This is the first time I have asked for the members list. I am running for the Board, and would like to reach out to members by mail.

I have asked to inspect invoices before, but been told no. I've always kept it simple. But trying again.

Here are some post history

https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/298552/view/topic/Default.aspx

https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/300180/view/topic/Default.aspx

https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/303016/view/topic/Default.aspx

It should be pointed out that many HOA's really do not have a "member list". As outlandish as that sounds, it's not always the case. Our HOA at any given time never had a full or accurate list of it's membership. The Secretaries job was to keep up with the list. The reality is that the checks paying dues went to the Accounting office. The checks did not always reflect the owner or who lived in the home.

Parents may pay the dues for their kid who lives in the home. There are LLC's whom 1 person may write the check on part of the other members of the LLC. We collected dues every 30 days. Home sales/turnover could happen every 2 weeks. It may be month to establish the "new" owner.

Just pointing out the "realities" of why some HOA's may not have the most accurate records as you think they should.

There are 2 things assured in life. Death and Taxes. If you really want to know whom owns the property, get the lot # anc check tax records. Better yet, walk the neighborhood/condo area write down the addresses. It's free and public information. A house doesn't move unless it's on wheels. That means the address on the house/mailbox ain't changing. You don't need to know the name. Just "Dear Resident" etc... Oh and make sure you put a stamp on anything you put in a mailbox. It's illegal not too.

How did you or the bookkeeper bill the owners for the assessments?

There have been a few updates.

Request for Records
We have finally been given notice of our annual meeting for September. I have decided not to request access to review these insurance invoices (again) since the annual meeting coming up.
I may have better luck with the next board being more transparent, or even be on the board myself, which will give me access to these documents.
So I am holding off on this for a few more weeks, otherwise I expect the same results as before.

I did win a victory. The PM is recognizing that our quorum is 30% not 51%. Last year 3 people volunteered for 2 openings. But none were voted in because they were using the wrong quorum threshold. This year 8 people volunteered for 4 openings, which is wonderful, and the lower quorum is being recognized. So the odds are getting better of a new board.

Request for membership list
I’m still going to ask for the members list, so that I can reach out to owners in preparation for this annual meeting, including my nomination.
Our community is a little different in that over the last 5 years the community is now 93%ish short term rentals 'remote owners' (Airbnb, etc). I am one of the rare few that lives here.
I have a list of all the physical addresses of this complex via the master deed, but that is not the mailing address for the members. The association is required to keep a list of mailing addresses including the number of weighted votes. Since the notice for the annual meeting has just been sent out, they really should have this handy.

I referenced before Tennessee Code 48-66-101, that reads "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."

Since then, I found through a case law doc, another Tennessee Code 48-57-201
And this is interesting... because it is triggered after notice of a meeting is sent.

Here’s my updated draft, I know this is not a legal forum, but please point out obvious edits if you see them needed.

Thank you in advance

-------------------------------------------------------
Dear [HOA registered agent's name],

I am a member of the above mentioned COA, a Tennessee non profit corporation.

{Agent} is the registered agent.

I would like to inspect the members' list that, pursuant to Tennessee Code 48-66-101, is "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."

The purpose of this request is to prepare for the upcoming annual meeting of the members, and to encourage participation in the association matters.

In addition, pursuant to Tennessee Code 48-57-201, this is required to be made available within 2 business days.

Please arrange for this inspection at the {Agent's address} for {date} at either 11 am or another time on this date.

Sincerely

--------------------------

References:

Tennessee Statutes Sections:
§ 48-66-101
§ 48-66-102
§ 48-57-201

Max, I'm used to harsh. It's okay.

*why wait until now
There really hasn't been any waiting, its been ongoing.
Another neighbor did a petition for a special meeting, and received far more signatures than were needed to meet the threshold, but the board ignored it.
She obtained these signatures, including mine, through social media. However many owners are not on social media.
So this annual meeting is a big reset and a huge chance for owners.

*How are you going to get quorum:
It was a virtual 'Zoom' call last year and this year.
Last year we had quorum, but the the inspector who is our PM incorrectly called it as no quorum. She didn't know that it should be 30%, and she didn't know that you don't count attendance by person, but by the weighted vote of that person. For example, I am one person and own one unit, but another person can own six, so their one person attendance counts as six.
This year they are recognizing that our quorum is actually 30%. Since 2009! Which we definitely met last year too.
I have been called a few unsavory names by the PM for sticking up for this. But the quorum recognition is a victory.
Proxies are being used.
If I go door-to-door I will only meet airbn's who are on bachelor/bachelorette parties and have no voting rights.
That is why it is so important to get the mailing addresses of people who can vote, instead of the physical addresses.

*History of people getting elected
Not one of our directors were voted in by members.
Its the buddy system.
That's why I am pushing hard to break this habit.

With so many owners being 'remote' they don't see the deterioration of our property. We really need a board that will be honest of what is going on to the remote owners even if it is not pretty. Put safety first. Follow state statutes and governing documents.

For example, our balconies are falling off. Owners don't know about that. Owners just check their guest review star rating. At this rate they will only know when someone gets hurt. Airbnb'r aren't going to report to the property manager cracks appearing in our ceilings following a tornado, and so on.

That is why I am being so particular in the way I word this simple request for a members list.
Although it will likely get ignored. But giving it a shot.
Myself and others who have volunteered will likely have to go one by one through the property tax public records to find the mailing address of all 145 owners, despite state statutes affording us this list.

We need it!

JanineR,

Great work regarding quorum and finding Tn Code 48-57-201. I just read the latter quickly. One comment as follows:Here's what I have for Tn Code 48-57-201:

"The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of §§ 48-66-102(c) and 48-66-105, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.

I think the sentence in your letter should be:

"In addition, pursuant to Tennessee Code 48-57-201, the [Members List] is required to be made available beginning two (2) business days after notice is given of the annual meeting."

Your having the members' list is vital to your being able to campaign. I believe the statutes about members being able to see the members list, and have a copy of same, are all about people being able to run effective campaigns, with the same resources as the incumbent board. If the HOA ignores this request, I think it is a big deal.

So it appears. And whoever claims that your condo is not subject to the nonprofit corporation statutes is wrong.

For starters, I would go to your Condo's Declaration and your Condo's Articles of Incorporation. If you do not have a copy of your condo's Articles of Incorporation, contact the Tennessee Secretary of State for a copy.

"Articles of Incorporation": Duh, this means the COA is subject to the nonprofit corporation act (along with the condo act).

Identify any wording in the Declaration and Articles of Incorp. that indicate the COA is subject to the nonprofit corp act.

Any conflicts between the two with regard to records are to be resolved in favor of an owner and maximizing records that you can view.

It is outrageous that this COA is refusing to share the members' list.

I am sitting here helping someone locally with a serious fair housing act violation. In my dreams: The sort of juvenile behavior your COA is pulling, draining everyone's resources and wasting COA time and labor, deserves all the punishment you can heap on it.

Please get back to this forum with what you find in the Declaration and Articles of Incorp.

Don't hesitate to ask any clerk you get at the Tn Secretary of State's office if your condo is subject to the nonprofit corp. act, and fling back any affirmative answer to the jacka-- who responded as you indicated.

I'm afraid if the Association's attorney has spoken on this issue, then you're SOL on the iist. That's unfortunate, but it is how some of these HOA's work.

The argument might be on "made available". Sure you can come an look at anything, but we are not going to cull nor copy, nor send it to you. Come here, look, feel free to be able to make copies with any device you bring. I would say that suffices.

Ok smartass, you have less than 30 days before the meeting, what is she going to do?

Doh. What do you think?

First, review Tn Statutes for the punishment she can inflict, for failure to provide COA/corp records to which she is lawfully entitled., without an attorney.

Second, demand letter light, referencing any such punishment but otherwise, threatening suit and invalidation of the annual meeting's election.

Third, get on record at the meeting that she was not given members' addresses as required by three statute sections, one of which is focused on providing members' lists specifically in preparation for annual meetings, and that she moves to adjourn the meeting to a later date.

Fourth, attend free legal clinic in Tennessee to file a pro se lawsuit to obtain the records.

Fifth, if Tn statutes indicate that attorney fees are there to be had, shop around the situation and see if an attorney will take this on contingency.

One demand letter. Then file in the appropriate Tn court. F--ck 'em.

Janine or Augustin

Can you cite specifically, which TN codes addresses Membership Lists by name?

Remember, these attroneys went to law school for three years and then were under the wing of a senior attorney at a law form for two years, so that has to count for something.

Here is a link I found for the TN Non-Profit Guidelines Handbook. On page 10 it says the Boards can have access to the membership list that non-profits are to maintain. I'm not sure what the Association must provide to owners, as apparently the attorney didn't feel membership list are other records.

As a manager, if an owner provided a reasonable request for a membership list, that list, which would include mailing addresses and email addresses of all owners would had not opt-ed out, that list would be provided in 10 minutes, in a format they desired.

Janine

Does TN require secret ballots to be mailed out for owners to vote? If so, and if you had your list, how would you go about getting one's vote. Is there a proxy you would use, did the association provide one to each of the owners?

Not only can she win the moral victory, she can win the actual victory. See above bolded section of the Tn Nonprofit Corporate statute that says she can get an 'expedited' hearing.

MaxB4, quit hijacking.

I am a volunteer, unpaid for any suggestions I provide here.

JanineR, write the board a letter like the following. Send it certified mail, return receipt requested.

====Start Draft Letter==
Dear Board of Directors and Condominium Manager,

The Condominium Association is a non-profit corporation subject to the Tennessee Condominium Act and the Tennessee Nonprofit Corporation Act. Pursuant to these statutes, I have properly requested a time to inspect certain association records. I need these records in particular to help me run a campaign to serve on the board. The election is on _____. You are denying me these records, to which I am entitled under state law.

The Tennessee Nonprofit Corporation Act at section 48-66-104 gives me certain rights to pursue a hearing in court on an "expedited basis" to enforce my rights to inspect and copy these records. Below I quote section 48-66-104.

I request that you consult the COA attorney about this. Please let me know within 24 hours whether you intend to continue to deny me a reasonable time to inspect and copy the records I have requested.

Sincerely,

Janine
address
phone
email

48-66-104. Court-ordered inspection. —
(a) If a corporation does not allow a member who complies with § 48-66-102(a) to
inspect and copy any records required by that subsection to be available for
inspection, a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
may summarily order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and
copy any other record, the member who complies with § 48-66-102(b) and (c) may
apply to a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
for an order to permit inspection and copying of the records demanded. The court
shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also
order the corporation to pay the member's costs (including reasonable counsel fees)
incurred to obtain the order unless the corporation proves that it refused inspection in
good faith because it had a reasonable basis for doubt about the right of the member
to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may
impose reasonable restrictions on the use or distribution of the records by the
demanding member.

JanineR, I have reviewed the statutes carefully. Check my citations. Ask me questions about anything I have posted that you doubt.

Thank you. This really helps.

Yes, It looks we will have to go down both routes. The legal route is for the association to abide by state statutes, but with time ticking before the meeting, we will also need to look each members' name and address one by one on tax property records.