Attending HOA Meetings in Missouri

Missouri does not have a single open-meeting statute for community associations. Your meeting rights depend on whether you live in a condominium or a non-condo HOA, and on the recorded governing documents. For your specific situation, a licensed Missouri attorney is the right resource. This is general information, not legal advice.

How much notice must a Missouri condo give for owner meetings?

For condos created after September 28, 1983, 10 to 60 days. Under RSMo § 448.3-108, notice of any association meeting must be given not less than ten nor more than sixty days in advance and state the time, place and agenda items. Condos created before that date follow the older Condominium Property Act and their own bylaws instead.

RSMo Chapter 448 contains two condominium statutes. The Uniform Condominium Act (§§ 448.1-101 to 448.4-120) applies to "all condominiums created within this state after September 28, 1983" (§ 448.1-102.1). Condominiums created before that date stay under the older Condominium Property Act (§§ 448.005 to 448.210) and their own bylaws; only a short list of Uniform Act sections reaches them, and the meeting sections quoted below are not on it.

For Uniform Act condos, § 448.3-108 sets the floor for owner meetings:

"A meeting of the association shall be held at least once each year. Special meetings of the association may be called by the president or by twenty percent, or any lower percentage specified in the bylaws, of either the executive board or the unit owners."

The same section sets the notice window: "Not less than ten nor more than sixty days in advance of any meeting." The notice must "state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer."

Budgets come back to the owners too. Under § 448.3-103.3, within thirty days after adopting a proposed budget, the board "shall provide a summary of the budget to all the unit owners, and shall set a date for a meeting of the unit owners to consider ratification of the budget." The budget is ratified unless "at that meeting a majority of all the unit owners, or any larger vote specified in the declaration, reject the budget," and that holds "whether or not a quorum is present."

The board runs day-to-day business, but § 448.3-103.2 reserves some decisions for owners: "The executive board may not act on behalf of the association to amend the declaration, to terminate the condominium, or to elect members of the executive board." The declaration and bylaws fill in the rest, typically including:

• Quorum and voting rules, proxies, and special-meeting procedures
• How directors are elected and removed
• Notice and conduct of board meetings

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

Mostly the recorded CC&Rs and bylaws. For incorporated HOAs, the Nonprofit Corporation Act, RSMo Chapter 355, requires an annual membership meeting (§ 355.231) and treats member-meeting notice given 10 to 60 days ahead as fair and reasonable (30 to 60 if mailed other than first-class or registered) (§ 355.251). Its board-meeting sections say nothing about members attending.

For non-condo 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 Missouri Nonprofit Corporation Act, RSMo Chapter 355 — for incorporated HOAs, supplies member and director meeting procedures

For an incorporated HOA, § 355.231.1 says: "A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws." At that meeting, "The president and chief financial officer shall report on the activities and financial condition of the corporation" (§ 355.231.4). The same section adds: "The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action" (§ 355.231.6).

Notice of member meetings must be given "consistent with its bylaws of meetings of members in a fair and reasonable manner" (§ 355.251.1). Notice counts as fair and reasonable when members learn "the place, date and time of each annual, regular and special meeting of members no fewer than ten, or if notice is mailed by other than first-class or registered mail, thirty, nor more than sixty days before the meeting date" (§ 355.251.3(1)). Notice of a special meeting "includes a description of the matter or matters for which the meeting is called" (§ 355.251.3(3)).

Members can also start a meeting themselves. Under § 355.236.1(2), a special meeting is required "if the holders of at least five percent of the voting power of any corporation 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." If notice isn't given within thirty days, "a person signing the demand or demands may set the time and place of the meeting and give notice" (§ 355.236.3). Only matters "within the purpose or purposes described in the meeting notice" may be conducted at that meeting (§ 355.236.5).

Chapter 355's board-meeting sections speak to directors. Unless the articles or bylaws say otherwise, "special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting" (§ 355.386.2). These board-meeting provisions say nothing about members attending; the bylaws are where an association's own rule on that would appear.

What people generally do

Owners who want a real voice in their Missouri community association commonly take these steps:

• Many owners read the recorded declaration/CC&Rs and bylaws for the specific meeting and notice mechanics
• For incorporated HOAs, the Chapter 355 procedures that supplement the bylaws are worth identifying
• Attending annual meetings and documenting any procedural irregularities creates a record
• Requesting meeting minutes and notices can confirm how decisions were made
• If the bylaws or Chapter 355 requirements appear to have been ignored, a licensed Missouri attorney is the right resource

Sources

• RSMo § 448.1-102 — Applicability of the Uniform Condominium Act
• RSMo § 448.3-103 — Executive board members and officers
• RSMo § 448.3-108 — Meetings
• RSMo Chapter 448 — Condominium Property Act and Uniform Condominium Act
• RSMo § 355.231 — Annual, regular meetings
• RSMo § 355.236 — Special meetings
• RSMo § 355.251 — Notice of meeting
• RSMo § 355.386 — Call and notice of board meetings
• RSMo Chapter 355 — Nonprofit Corporation Act