If a HOA board conducts a meeting and there are no minutes published and/or agenda for a required second meeting, is anything voted on at the second meeting considered null and void because proper meeting protocol was not followed? Should a HOA provide any community minutes to a member freely upon request?

ANSWERS:

Here are several questions asks below. First, the lack of Minutes from the first meeting should not invalidate any action taken at the meeting (if a quorum was present), but it may violate the Declaration or Bylaws. Even if there is no violation, the lack of transparency is not a good way to keep members apprised of Board action.

The failure to have an agenda for the second meeting may be more problematic. If any required notice for the second meeting was not given, then actions taken at the meeting might be invalid. More facts are needed before that can be fully determined.

The last question is whether Minutes of Board and general membership meetings should be provided free of charge upon request. The answer is yes. Moreover, there should be no wait for a request. Meeting minutes should be disseminated to members as soon as available or at least after being approved at the next meeting.

Sara A. Austin
Austin Law Firm LLC
226 E. Market St.
York, PA 17403
717.846.2246 phone
717.846.2248 fax
saustin@austinlawllc.com

In order to answer the first question, I would have to review the relevant bylaws and state law governing the association.  Generally, if quorum is not obtained at a first meeting, a second meeting can be called and often a lower quorum requirement applies.  Although the failure to create minutes is poor practice, it does not necessarily invalid what happened at the meeting if the meeting was properly called.

Some state corporate statutes require the disclosure of minutes to members, so a member generally has the right to receive these.

David G. Hellmuth
Attorney at Law
Direct dial: (952) 746-2107
dhellmuth@hjlawfirm.com
8050 West 78th Street 
Edina, MN  55439
Phn:  (952) 941-4005

Unless the by-laws specifically provide with respect to any action to be taken by the Board that such action can only be taken upon notice and considered at a meeting called solely for such purpose, the Board may consider and take action with respect to any matter which may come before the meeting. It does not matter that there was no prior notice of such matter or that such matter was not on the agenda for such meeting.

You need to review the provisions of the by-laws with respect to books and records to determine if the Association is required to provide members with a copy of minutes of board and membership meetings. Unless the minutes contain privileged and confidential information (i.e. information concerning pending or threatened litigation, privileged information provided by counsel, information which, if disclosed, would place the Association at a competitive disadvantage, information which may subject the board to claims of defamation or other information which is sensitive and personal to the Association or its members), in an effort to achieve transparency, we counsel our clients to make available to homeowners for inspection these minutes. Any confidential information contained within such minutes may be redacted prior to inspection.

Banks Shapiro Gettinger & Waldinger, LLP
Mr. John Harris Gettinger, Esq.
118 N Bedford Rd
Mount Kisco, NY 10549-2553
(914)666-8033
jgettinger@kiscolaw.com