 Association
Records -
What's Available to the Members
The
Association Bylaws and CC&R's usually provide wording
on member access to Association records. “The
books, records, and papers of the Association shall at
all times, during reasonable business hours, be subject
to inspection by any Member. The
Declaration, the Articles, and the Bylaws of the Association
shall be available for inspection by any Member at the
principal office of the Association, where copies may be
purchased at reasonable cost.” How
does the Board of Directors define what are “books, records,
and papers” of an Association. Many
members routinely ask for Association documents and records,
but is every record of the Association to be available
to the members?
To
understand what is available, verify what is written in
the Association's governing documents. Many
times these documents provide only vague generalized wording
on what records the Association membership can access. If
the Association governing documents are unclear, review
the state statues regarding what information an Association
must make available to the members of that corporation. If
it is unclear what interpretation to take relative to state
statutes, seek guidance from an Association attorney on
what information to release to members.
Generally
speaking, most state statutes contain wording that requires
an Association to maintain and make available these records:
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A
corporation shall keep as permanent record
minutes of all meetings of its members and
Board of Directors, a record of all actions
taken by the members or Board of Directors
without a meeting, and a record of all actions
taken by a committee of the Board of Directors
on behalf of the corporation.
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A
corporation shall maintain appropriate accounting
records including its latest annual financial
statements (which may include consolidated
or combined statements of the Association,
a balance sheet as of the end of the fiscal
year, and statement of changes in cash position
for that year).
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An
Association shall maintain a record of its members
showing the number of votes each member is entitled
to cast and the class of membership held by each
member.
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An
Association shall keep a copy of all of the
following records at its principal office,
at its known place of business, or at the office
of its statutory agent:
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Its
articles or restated articles of incorporation
and all amendments to them currently in
effect.
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Its
bylaws or restated bylaws and all amendments
to them currently in effect.
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Resolutions
adopted by its Board of Directors
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A
list of the names and business addresses
of its current directors and officers.
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Its
most recent annual report, if applicable
to that state's statutes.
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Certain
limitations can be imposed on a members' right to inspect
and/or obtain copies of Association records. Some
examples of those limitations include:
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Inspection
and copying the records of the Association
described above is limited to regular business
hours at the Association's principal office.
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The
member's demand is made in good faith and for
a proper purpose.
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The
member describes with reasonable particularity
the member's purpose and the records the member
desires to inspect.
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The
Association has a right to impose a reasonable
charge to cover the costs of labor and material
for copies of any documents provided to the member.
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A
member may not obtain or use a membership list
or any part of the membership list for any
purpose unrelated to a member's interest as
a member.
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The
membership list shall not be used to solicit
money or property, used for any commercial
purpose, or sold to or purchased by any person.
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Some
records of the Association have restricted access to Board
of Directors only. These would include:
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Personnel
matters or a person's medical records.
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Communications
between an attorney for the corporation.
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Pending
or contemplated litigation.
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Pending
or contemplated matters relating to enforcement
of the corporation's documents or rules.
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Meeting
minutes or other records of a closed and/or
executive session of the Board of Directors.
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Before
releasing information to the membership, read your governing
documents thoroughly, interpret any ambiguous wording in
the governing documents, establish Association policies
and procedures regarding release of information, review
what is required by state statutes, and always seek a legal
opinion from a qualified attorney when in doubt.
Association Times' Staff Writer
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