Attending HOA Board Meetings in Alabama

The decisions that affect your home — budgets, rules, assessments — often get made at board meetings. In Alabama, the rules about those meetings sit in a different place than most homeowners assume, and depend on whether your HOA falls under the 2016 Act or operates under older law and the Nonprofit Corporation Law. For your specific situation, a licensed Alabama attorney is the right resource. This is general information, not legal advice.

Where do Alabama HOA meeting rules come from?

Mostly from the HOA's documents. For HOAs it covers, the Alabama Homeowners' Association Act does not write its own meeting procedure; under Ala. Code § 35-20-5, the organizational documents "shall provide for" "Rules and regulations for the conduct of any meetings of the association." For incorporated HOAs, the Nonprofit Corporation Law governs annual and special meetings, notice, voting, and minutes.

The Alabama Homeowners' Association Act (§ 35-20-1 et seq.) does not write its own meeting procedure. For HOAs it covers, it does two things instead.

It makes the HOA a nonprofit corporation. Under § 35-20-5(a), an HOA created by a declaration on or after January 1, 2016 "shall be organized as a nonprofit corporation pursuant to Chapter 3 of Title 10A, and shall be governed in all respects as a nonprofit corporation."

It requires meeting rules in the documents. The HOA's organizational documents "shall provide for" a list of items that includes:

"Rules and regulations for the conduct of any meetings of the association."

The same list includes "Methods of efficient communications with the members of the association" and "Preparation and submission of the annual budgets of the association to the members" (§ 35-20-5(c)(1), (2), (7)).

§ 35-20-7, which is sometimes cited for board elections, is narrower than its title suggests: it lets a declaration provide "a period in which the declarant will maintain control of the election of directors and officers of the association." The Act does add two narrower meeting rules:

• The turnover election. "Within 120 days of the date the members have the right to elect a board of directors pursuant to the declaration or other governing documents of the association to elect a board of directors, the declarant shall give written notice ... of a special meeting of the membership for the purpose of electing a board of directors" (§ 35-20-9(a)). That notice must state the purpose, "Provide for nominations of candidates for election to the board of directors at the meeting on the written consent of at least 10 percent of the membership, unless otherwise provided in the governing documents," and name the existing directors (§ 35-20-9(b)).
• Assessments and the annual meeting. Unless the declaration or governing documents provide otherwise, the statutory lien covers assessments "as fixed and determined by the board of directors at an annual meeting after giving notice as provided in Chapter 3 of Title 10A" (§ 35-20-12(a)).

Beyond those, the Act sets no general notice period or open-meeting rule of its own.

Day-to-day meeting procedure — when the board meets, how members are noticed, whether owners can speak — comes from:

• The declaration and bylaws — the recorded community documents typically set out meeting rules.
• The Alabama Nonprofit Corporation Law (§ 10A-3A-1.01 et seq.) — for HOAs incorporated as nonprofits, the corporate-law layer governs annual meetings, special meetings, notice to members, voting, and minutes.

How much notice must an Alabama HOA give for member meetings?

For an incorporated HOA, 10 to 60 days. The 2016 HOA Act sets no general notice period, but unless the certificate of incorporation or bylaws validly change it, a membership nonprofit corporation must notify members of each annual, regular, or special member meeting no fewer than 10 nor more than 60 days before it (Ala. Code § 10A-3A-7.05).

For an HOA that is a membership nonprofit corporation, these rules apply unless its certificate of incorporation or bylaws validly change them:

• Annual meeting. "Unless otherwise provided in the certificate of incorporation, a membership nonprofit corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws" (§ 10A-3A-7.01(a)). Missing that date "does not affect the validity of any corporate action" (§ 10A-3A-7.01(d)).
• Notice to members. The corporation "shall notify members of the place, if any, date, and time of each annual, regular, or special meeting of the members no fewer than 10 nor more than 60 days before the meeting date" (§ 10A-3A-7.05(a)). Notice of an annual or regular meeting "need not include a description of the purpose or purposes" unless the law or documents require it, but "Notice of a special meeting of members must include a description of the purpose or purposes for which the meeting is called" (§ 10A-3A-7.05(b), (c)).
• Special meetings. They "may be called by the board of directors or by the person or persons as may be authorized by the certificate of incorporation or by the bylaws" (§ 10A-3A-7.02(a)). Members can force one only if the certificate or bylaws give them that right, and then only with the percentage of votes those documents set (§ 10A-3A-7.02(b)).
• Board meetings. "Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the place, if any, date, time, or purpose of the meeting," and special board meetings "must be preceded by at least two days' notice" (§ 10A-3A-8.22). That section is about notice to directors; whether owners can attend board meetings is a question for the declaration and bylaws.

Why notice is the leverage point

Notice exists so owners can attend and participate before a decision is locked in. It also limits what a special meeting can do: "Only business within the purpose or purposes described in the meeting notice required by Section 10A-3A-7.05(c) may be conducted at a special meeting of members" (§ 10A-3A-7.02(d)). When a board adopts a rule, approves a budget, or raises assessments at a meeting owners were never properly noticed of, the bylaws and the Nonprofit Corporation Law's notice sections are the rules to compare it against.

What meeting rules apply to older Alabama HOAs?

It depends on whether the HOA opted in. Under Ala. Code § 35-20-3(a), the 2016 Act reaches developments with a declaration recorded on or after January 1, 2016, and older associations that elect, by a majority of their members, to be governed by it. Otherwise, meeting rules come from the declaration and bylaws and, for incorporated HOAs, the Nonprofit Corporation Law.

The 2016 Act reaches developments whose declaration was recorded on or after January 1, 2016, and "any association formed prior to that time, provided the association, by a majority of its members, elects to be governed by this chapter" (§ 35-20-3(a)). For an older HOA that hasn't opted in, the meeting rules come from the declaration and bylaws and, if the HOA is incorporated as a nonprofit, the Nonprofit Corporation Law. See Which Alabama Laws Govern Your HOA or Condo?.

Minutes are records you can get

If you couldn't attend, the minutes show what happened. The 2016 Act's records section, § 35-20-13, requires covered HOAs to provide listed records "within a reasonable time not to exceed 30 days from the date of the request," but its list (budgets, assessments, insurance, loans, covenants and the like) does not mention minutes. Minutes come through the Nonprofit Corporation Law instead: a nonprofit must keep "minutes of all meetings of, and records of all actions taken without a meeting by, its members, its board of directors, and board committees" (§ 10A-3A-4.01(a)(5)). A member can inspect member-meeting minutes after giving "a signed written notice of the member's demand at least five business days before" the inspection date (§ 10A-3A-4.02(a)); board-meeting minutes are available only as excerpts and under the extra conditions in § 10A-3A-4.02(b).

If meetings are closed or unnoticed

When an owner believes the board is meeting without the notice the documents or corporate law require, the options include raising it with the board in writing, requesting the records that would show what happened, and consulting a licensed Alabama attorney about whether the applicable meeting rules — the declaration and bylaws, and ch. 10A-3A for incorporated HOAs — were followed.

Sources

• Ala. Code § 35-20-3 — Applicability of chapter
• Ala. Code § 35-20-5 — Organization of associations; organizational documents
• Ala. Code § 35-20-7 — Election of a board of directors and officers; modification of declaration
• Ala. Code § 35-20-9 — Notice of election
• Ala. Code § 35-20-12 — Liens for unpaid assessments
• Ala. Code § 35-20-13 — Records
• Ala. Code § 10A-3A-4.01 — Corporate records
• Ala. Code § 10A-3A-4.02 — Inspection rights of members
• Ala. Code § 10A-3A-7.01 — Annual and regular meetings of the members
• Ala. Code § 10A-3A-7.02 — Special meetings
• Ala. Code § 10A-3A-7.05 — Notice of meetings
• Ala. Code § 10A-3A-8.22 — Notice of board meetings