Attending HOA Meetings in Mississippi

The decisions that affect your home — budgets, rules, assessments — often get made at board meetings. In Mississippi, the rules about those meetings sit in two places at once, because the state has no general HOA statute to consolidate them. For your specific situation, a licensed Mississippi attorney is the right resource. This is general information, not legal advice.

What does Mississippi nonprofit law say about HOA meetings?

Mississippi has no general HOA statute, so for incorporated HOAs the Nonprofit Corporation Act (Miss. Code Ann. § 79-11-101 et seq.) supplies the basics. It requires an annual member meeting (§ 79-11-197) and treats member-meeting notice given 10 to 60 days ahead as fair and reasonable (at least 30 days if mailed other than first-class or registered) (§ 79-11-205).

An HOA incorporated as a nonprofit under the Mississippi Nonprofit Corporation Act (§ 79-11-101 et seq.) gets a corporate-law layer of meeting and notice rules:

• Annual meeting. "A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws" (§ 79-11-197(1)). At that meeting, "The president and chief financial officer shall report on the activities and financial condition of the corporation" (§ 79-11-197(3)(a)).
• Special meetings. A special meeting must be held on call of the board or whoever the articles or bylaws authorize, or "If the holders of at least five percent (5%) of the voting power sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held" (§ 79-11-199(1)(b)). If notice of a demanded meeting is not given within 30 days after the demand is delivered, "a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section 79-11-205" (§ 79-11-199(3)).
• Court-ordered meetings. A chancery court may summarily order a meeting "if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting," or when notice of a validly demanded special meeting "was not given within thirty (30) days after the date the demand was delivered to a corporate officer." The court may also order the corporation "to pay the member's cost (including reasonable counsel fees) incurred to obtain the order" (§ 79-11-201).
• Notice to members. "A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner" (§ 79-11-205(1)). Under the Act's safe harbor, notice is fair and reasonable when members get the place, date and time of each annual and special meeting "no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date," and when notice of a special meeting "includes a description of the matter or matters for which the meeting is called" (§ 79-11-205(3)). A member can also get an item into the notice: the corporation "shall give notice of a matter a member intends to raise at the meeting" if a person entitled to call a special meeting asks in writing at least ten days before notice goes out (§ 79-11-205(5)).
• Board meetings. Unless the articles or bylaws say otherwise, "regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting," while special board meetings "must be preceded by at least two (2) days' notice of the date, time and place of the meeting" (§ 79-11-259). Those sections deal with notice to directors; whether owners can attend or speak at board meetings is usually set by the bylaws.

For HOAs that are not incorporated, these protections come from general contract and association law and the documents.

Does Mississippi have an HOA law on board meetings?

Only a narrow one. Mississippi has no general HOA statute. For HOAs organized as tax-exempt nonprofit corporations, Miss. Code Ann. § 79-11-753 requires the board, at minimum, to review the latest operating- and reserve-account statements at all regularly scheduled meetings and, unless the governing documents prohibit it, allows board and member meetings by remote communication.

Mississippi does have a short set of HOA sections, §§ 79-11-751 through 79-11-761, aimed mainly at managing agents and association funds. For those sections, an association is "a homeowners association duly organized as a nonprofit corporation organized under the Mississippi Nonprofit Corporation Act, Section 79-11-101 et seq., and which is exempt from taxation under the federal Income Tax Code" (§ 79-11-751(7)), so an unincorporated or non-exempt HOA may fall outside them. One of them, § 79-11-753, touches meetings directly:

"Unless the governing documents of the homeowners association impose more stringent standards at all regularly scheduled meetings, the board of a homeowners association shall review the latest account statements prepared by the financial institutions where the association has its operating and reserve accounts."

The same section allows remote meetings: "Unless prohibited by the governing documents of the homeowners association, the board may hold any special or regularly scheduled meeting, or any special or regularly scheduled member meeting, by electronic transmission or other means of remote communication, or by a combination thereof" (§ 79-11-753(2)).

The bylaws fill in the detail

The bylaws typically govern board meetings — how often, the notice required, whether owners can attend, and how owners can speak. For HOAs that are corporations, the bylaws sit on top of (and have to be consistent with) the Nonprofit Corporation Act.

For condominiums

Condominiums add the Mississippi Condominium Law (§§ 89-9-1 through 89-9-37) on top of everything above. That law is mainly about the property regime, and it leaves condo meeting rules to the recorded declaration of restrictions. Under § 89-9-17(1), the declaration may provide for management by "the condominium owners, a board of governors elected by the owners or a management agent," and "for voting majorities; quorums, notices, meeting dates and other rules governing such body or bodies." Amendments to the declaration bind every owner if "reasonable and made upon vote or consent of not less than a majority in interest of the owners of the project given after reasonable notice" (§ 89-9-17(3)). For a condo, then, the recorded declaration is where meeting notice and quorum rules can be set. A condo association that is incorporated as a nonprofit is subject to the Nonprofit Corporation Act's meeting rules like any other incorporated association.

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: under § 79-11-199(5), only "matters that are within the purpose or purposes described in the meeting notice required by Section 79-11-205 may be conducted at a special meeting of members." When a board adopts a rule, approves a budget, or raises assessments at a meeting members were never properly noticed of, the bylaws and § 79-11-205 are the rules to compare it against.

Minutes are records you can get

If you couldn't attend, the minutes show what happened. An incorporated HOA must keep "minutes of all meetings of its members and board of directors" (§ 79-11-283(1)) and keep at its principal office "The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years" (§ 79-11-283(5)(d)). Under § 79-11-285, a member can inspect and copy those member-meeting minutes after giving "written notice of his demand at least five (5) business days before the date on which the member wishes to inspect and copy." Board minutes are available as excerpts only if "The member's demand is made in good faith and for a proper purpose," the member describes the purpose and records "with reasonable particularity," and the records "are directly connected with this purpose" (§ 79-11-285(2)–(3)).

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 minutes that would show what happened, and consulting a licensed Mississippi attorney about whether the applicable rules — the bylaws and § 79-11 for incorporated HOAs — were followed. Where an annual meeting has not been held at all, § 79-11-201 gives members a court route.

Sources

• Mississippi Code — official public access (Mississippi Nonprofit Corporation Act, §§ 79-11-197, 79-11-199, 79-11-201, 79-11-205, 79-11-259, 79-11-283, 79-11-285)
• Mississippi Code — official public access (Homeowners association funds and board meetings, §§ 79-11-751, 79-11-753)
• Mississippi Code — official public access (Mississippi Condominium Law, §§ 89-9-17, 89-9-25)