Requirement of Open Meetings and Notifications

Dee,

If there is not an open meeting law in the nonprofit statutes (which I would seriously doubt!) then the only other place would be in state condo statutes, if there are any. Otherwise the board may not be bound by an open meeting law. In AZ the open meeting law is found in state HOA-specific statutes.

If the board is in favor of open meetings they can always propose an amendment to the bylaws. Many assn bylaws give the board the right to amend w/o a vote of the members making it a very easy process. But, even if your members must vote on an amendment it probably would be a very easy amendment to pass since it is one that is in favor of the members!

Thanks ... I'm just trying to sort this all out to make sure we are currently at least in compliance and then determine if we want to make changes ... It's all new terminology to me, so I'm finding it a little hard to sort through things. As stated above, our bylaws do not require notice for regular meetings, and apparantly, the Non-Profit Corporation Act 162 does not either:

(2) A regular meeting may be held with or without notice as prescribed in the bylaws. A special meeting shall be held upon notice as prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting unless required by the bylaws.

I've searched for the term "open" and don't see anything related in either the Non-Profit Act or Michigan Condo Act. If anyone knows what section I should look at or other terminology to scan for, that would be great.

So, if notification is not required, does that mean that open meeting laws don't apply. While certainly not desirable and what I am trying to avoid, would limited "email" business technically be permissible?

Dee:

Per Michigan Corporate Law, Section 450.2521:

(2) A regular meeting may be held with or without notice as prescribed in the bylaws. A special meeting shall be held upon notice as prescribed in the bylaws.

Therefore, notice to the membership of board meetings are not required unless your bylaws say that they are.

I got this information from the following link:
http://www.legislature.mi.gov/%28S%28dbofy045t0hpa055qxyfzn45%29%29/mileg.aspx?page=getobject&objectname=mcl-450-2521&query=on&highlight=meetings

Additionally, Michigans Non-profit Corporation Act is avialable here:
http://www.legislature.mi.gov/%28S%28dbofy045t0hpa055qxyfzn45%29%29/mileg.aspx?page=getobject&objectname=mcl-Act-162-of-1982&query=on&highlight=NONPROFIT

Hope this helps,

Tim

Dee,

Right, you are not required to hold open meetings and I would also venture to say you can conduct business thru email also. However, just because you are not required to do something does not mean it isn't a good thing to do it! I think your members would be pleased to know that your board meetings are open and all business is being conducted at board meetings and not privately thru email. Transparency of board actions is key to running a healthy HOA. IMO, board members have far fewer problems with members when they do everything in the open. Communication and transparency goes a long way to promoting a board that is not hiding anything.

Dee - how was the "first Monday of the month" schedule decided?

Was it set by the board? Is it a standing rule (day and hour of meeting0 They should stick to it.

If so, normally, board meetings can't be "cancelled" - they are set for another time, close to the original date.
But your bylaws say only that at least 2 meetings are mandatory, so it's very confusing.

Is the Annual Meeting date set in the bylaws/

Work to get this meeting schedule set by a board resolution.

Susan: It's nice to hear from Michigan :-)

We try to shoot for the first Monday of the month, but the meeting date/time is actually scheduled at the end of the previous meeting and entered into the minutes. We only have 5 board members and 3 of the members travel extensively for work. No homeowner has ever requested to come to a meeting to either observe or speak or requested meeting minutes. We have occasionally invited specific HOs when an issue is before us, though, but they have never come.

We are a newer community with a lot of unresolved issues, so it is necessary to meet at least monthly. I guess my thinking has been that since the meetings are not required (except for the two) and notification is not required, it is best to adjust meetings if necessary because we felt is was in the best interest of the community to have full board representation at the meeting for the month.

The annual meetings are only required to be in the 2nd or 3rd week of April with written notice provided first-class mail at least 10 days prior; however, we schedule and secure the facility a year in advance and the date is posted in the quarterly newsletter all year. This date would not be changed.