SC Open Meeting Law

 

There is a statute which involves most (but not all) HOAs and Condo Regimes.  Sections 33-31-820 to 33-31-825 of the SC Code deals with meetings of a Board of Directors of a non profit corporation. Most HOAs and Condo Regimes are non profit corporations. These Code sections do not deal with the issue of “open meetings”. So, the bottom line is that there is no statutory requirement for “open meetings by Boards.”

Nevertheless, in my view, Boards of Directors of HOAs and Condo Regimes should conduct meetings that are open to observation by the members. Note the term “observation” because Board meeting are “meetings of the Board” and they should not be interrupted or interfered with by members.

Points of advice that I regularly give to Boards that they should adopt by common practice at least by Board resolution and probably such matters should be put in their Bylaws.

Each Board can adopt their own “in house” Rules. This would be, for example, such things as (1) the chairman only votes if there is a tie, (2) the chairman does not make or Second Motions, (3) all Motions must be Seconded, (4) the minutes must reflect the vote (e.g. 5 – 0, or 3 – I – I, or 3-2, etc.), (5) Board members can not speak on any issue longer than 5 minutes, etc., etc.

1.  The Secretary (acting through the manager) should publish and distribute an agenda for regular meetings at least three days in advance of the meeting.

2.  This agenda should be posted on a Bulletin Board of the Association and a web site or otherwise be made public to the members three days in advance of the regular meetings.

3.  In addition to the agenda, if there are any documents to be reviewed (e.g. letters or contracts) at the meeting, these documents should be provided to the Board members (only Board members) with the agenda.

4.  Meetings of the Board should be held in a public place where members feel comfortable attending. They should be in a school room or cafeteria, a restaurant meeting room, a hotel meeting room, the Club House, etc. but not in a private residence.

5.  The first 15-30 minutes of the meeting (after the determination of a quorum) of the Board meeting should be a “Member Comment Period” where any member can make statements and/or deliver documents to the Board in any subject matter relevant to the Association. I would limit presentations to 3 minutes per person and that one person can only appear one time per meeting. This forces members to outline their thoughts and prevents “rambling”.

6.  No alcoholic beverages should be allowed at a Board meeting and Board members who have been involved with such activities prior to a meeting should be asked not to participate.

7.  After the Member Comment period, members can not thereafter participate in Board meetings.

8.  If the Board has certain extraordinary subjects to discuss, they should go into Executive Session meaning that the meeting should be cleared of all persons except the Board members and invited guests whose presence is relevant to the issues to be discussed. The reasons forgoing into Executive Session are (a) contract negotiations, (b) potential or pending lawsuits, and(c) personnel matters.

The Board does not vote during Executive Session.

The procedure (to be put in the regular meeting minutes) is that a Board member makes a Motion for the Board to go into Executive Session and states the reason (e.g., to discuss a personnel issue). That Motion is Seconded and voted on. The minutes reflect that the room was cleared except for Board members and the Manager and (the invited guest).

No minutes are kept of the Executive Session because no votes are taken.

The next thing in the minutes (after the vote is taken to go into Executive Session) is that the President calls the meeting to order again after the conclusion of the Executive Session and the President entertains any Motion that anyone might want to make.

9.  When the minutes are subsequently adopted and amended, they are typed in final form and signed by the person designated in the Bylaws to keep the minutes (usually the secretary) and the date of adoption is noted thereon.

10. Then, the adopted and signed Board meeting minutes are posted on the Association Bulletin Board and the Web site. Some Boards mail a copy to all members.

Prepared by
J. Thomas Mikell
Attorney At Law
Beaufort, S.C.