Attending HOA Meetings in Michigan

Michigan does not have a single open-meeting statute for community associations. What meeting rights you have depends on which kind of community you live in. For your specific situation, a licensed Michigan attorney is the right resource. This is general information, not legal advice.

Where do Michigan condo meeting rules come from?

Mostly from the recorded bylaws and Master Deed. Under MCL 559.153, a condominium's administration "shall be governed by bylaws recorded as part of the master deed, or as provided in the master deed." The notice, quorum, proxy, and special-meeting rules, and whether owners can sit in on board meetings, are set there.

For site condos and traditional condos, the Michigan Condominium Act (MCL 559.101 et seq.) supplies the framework, but it hands most of the operating detail to the condominium bylaws. MCL 559.153 says:

"The administration of a condominium project shall be governed by bylaws recorded as part of the master deed, or as provided in the master deed."

The Act then lists mandatory provisions the bylaws must contain (MCL 559.154), and a bylaw amendment "shall not eliminate the mandatory provisions required by section 54." Those mandatory provisions cover books and records, an annual financial statement, and an indemnification clause for the board. On voting, the bylaws "may allocate to each condominium unit a number of votes in the association of co-owners proportionate to the percentage of value appertaining to each condominium unit, or an equal number of votes" (MCL 559.154(7)).

The meeting mechanics owners usually ask about — how much notice, what counts as a quorum, how proxies work, who can call a special meeting, whether owners can sit in on board meetings — are set in the recorded Master Deed and bylaws rather than in the sections above.

Newer projects and developer control. In a project still being sold, the Act sets when non-developer co-owners get seats on the board. "Not later than 120 days after conveyance of legal or equitable title to nondeveloper co-owners of 25% of the units that may be created, at least 1 director and not less than 25% of the board of directors of the association of co-owners shall be elected by nondeveloper co-owners" (MCL 559.152(2)), with larger shares at 50% and 75%. Separately, starting 120 days after 1/3 of the units are sold or one year after the first sale (whichever comes first), an advisory committee of non-developer co-owners "shall meet with the condominium project board of directors for the purpose of facilitating communication and aiding the transition of control to the association of co-owners" (MCL 559.152(1)).

What meeting rules apply to non-condo HOAs in Michigan?

Mostly the recorded CC&Rs and bylaws. Michigan has no single open-meeting statute for community associations. For plat HOAs, the CC&Rs typically set the basic meeting framework and voting rights, the bylaws fill in notice and quorum, and for incorporated HOAs the Michigan Nonprofit Corporation Act (MCL 450.2101 et seq.) supplies director and member meeting procedures.

For traditional plat-based HOAs, meeting rights flow from:

• The recorded CC&Rs — typically set out the basic meeting framework, voting rights, and assessment-approval procedure
• The bylaws — fill in notice, quorum, and operational detail
• The Michigan Nonprofit Corporation Act, MCL 450.2101 et seq. — for incorporated HOAs, supplies director and member meeting procedures, voting rules, and recordkeeping requirements

What does Michigan nonprofit law say about HOA meetings?

Michigan has no single open-meeting statute, so for incorporated associations, plat HOA or condo, the Nonprofit Corporation Act supplies baseline rules. Written notice of a member meeting goes to each voting member not less than 10 or more than 60 days before the meeting (MCL 450.2404). Whether members can attend board meetings is a bylaws question.

If your association — plat HOA or condo association — is incorporated under the Nonprofit Corporation Act, these rules sit alongside its bylaws:

• Annual meeting. "A corporation shall hold an annual meeting of its shareholders or members, to elect directors and conduct any other business that may come before the meeting, on a date designated in the bylaws," unless the members act by written consent or ballot instead (MCL 450.2402). If the meeting is not held for 90 days after the designated date, the circuit court, "on application of a shareholder or member, may summarily order that the corporation hold the meeting or the election, or both."
• Notice to members. Written notice of "the time, place, if any, and purposes of a meeting" goes to each voting member "not less than 10 or more than 60 days before the date of the meeting" (MCL 450.2404(1)(a)). The notice of purposes must also include a proposal a member intends to raise, if the member notified the corporation in writing beforehand (MCL 450.2404(3)).
• Attending can waive a notice objection. A member's attendance waives an objection to missing or defective notice "unless the shareholder or member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting" (MCL 450.2404(6)(a)).
• Special meetings. The board, or others "as provided in the bylaws," may call one. If members holding "not less than 10% of all the members entitled to vote" apply, the circuit court, "for good cause shown, may order the call of a special meeting" (MCL 450.2403).
• Board meetings. "A board may hold a regular meeting with or without notice as prescribed in the bylaws. A board may hold a special meeting after giving notice as prescribed in the bylaws." (MCL 450.2521(2)). That section is about notice to directors; it does not address whether members can attend board meetings, which is a bylaws question.
• Minutes. The corporation "shall keep books and records of account and minutes of the proceedings of its shareholders or members, board, and executive committee, if any" (MCL 450.2485).

What people generally do

For owners who want a real voice in their Michigan community association, a few things commonly matter:

• The recorded Master Deed (or CC&Rs) and bylaws, which set the specific meeting, notice, and voting mechanics.
• Whether the association is incorporated, which decides whether the Nonprofit Corporation Act's annual-meeting and 10-to-60-day notice rules apply.
• Meeting minutes and notices, which confirm how decisions were made. For condos, the association's books and records "shall be available for examination by any of the co-owners and their mortgagees at convenient times" (MCL 559.157(1)).
• A licensed Michigan attorney, if the bylaws or the Nonprofit Corporation Act's requirements appear to have been ignored.

Sources

• MCL Act 59 of 1978 — Michigan Condominium Act
• MCL 559.152 — Advisory committee; election of directors by nondeveloper co-owners
• MCL 559.153 — Bylaws governing administration of condominium project
• MCL 559.154 — Bylaws; mandatory provisions; allocation of votes
• MCL 559.157 — Books, records, contracts, and financial statements
• MCL Act 162 of 1982 — Michigan Nonprofit Corporation Act
• MCL 450.2402 — Annual meeting of shareholders or members
• MCL 450.2403 — Special meeting of shareholders or members
• MCL 450.2404 — Notice of meetings of shareholders or members
• MCL 450.2485 — Books, records, and minutes
• MCL 450.2521 — Regular or special meetings of board