Attending HOA Meetings in Tennessee

Tennessee 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 Tennessee attorney is the right resource. This is general information, not legal advice.

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

Ten to sixty days, for condos under the 2008 Act. Under Tenn. Code Ann. § 66-27-408, notice of any association meeting, including its agenda items, must go out 10 to 60 days in advance. The Act governs condos created after January 1, 2009; older condos look mainly to their master deed and bylaws unless they opt in.

The Tennessee Condominium Act of 2008 applies in full to "all condominiums created within this state after January 1, 2009" (Tenn. Code Ann. § 66-27-202(a)). Only a short list of its sections reaches older condominiums, and the meeting section quoted below is not on that list, so condos created before 2009 look mainly to their recorded master deed and bylaws. An older condominium can opt in: it "may elect to be governed by this part and parts 3-5 of this chapter" by amending and restating its master deed, bylaws, and plats, or by "specifically electing to do so in their master deed, master lease, or declaration" and meeting the Act's requirements (§ 66-27-202(c)).

For condos under the 2008 Act, § 66-27-408 sets the floor for owner meetings:

"A meeting of the association must be held at least once each year. Special meetings of the association may be called by the president, a majority of the board of directors or by unit owners having twenty percent (20%), or any lower percentage specified in the bylaws, of the votes in the association."

Notice must go out "Not less than ten (10) nor more than sixty (60) days in advance of any meeting," and it covers the "time, place, and method of attendance of or at 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 certain other proposals (§ 66-27-408). If the declaration has lessees, rather than owners, vote on specified matters, owners of leased units must still get that same notice "of all meetings at which lessees may be entitled to vote" (§ 66-27-410(c)(3)).

Between meetings, "the board of directors may act in all instances on behalf of the association," except as limited by the declaration, the bylaws, or the Act (§ 66-27-403(a)). The master deed 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 Tennessee?

Mostly the recorded CC&Rs and bylaws, which typically set the meeting framework, notice, and quorum. For incorporated HOAs, the Tennessee Nonprofit Corporation Act (Tenn. Code Ann. Title 48) requires an annual member meeting (§ 48-57-101) and fair and reasonable notice of member meetings; notice 10 days to two months before the meeting qualifies (§ 48-57-105).

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 Tennessee Nonprofit Corporation Act, T.C.A. Title 48 — for incorporated HOAs, supplies member meeting procedures and voting rules

For an incorporated HOA, § 48-57-101(a) says: "At a time stated in or fixed in accordance with the bylaws, a corporation with members shall hold annually a meeting of its members." At that meeting, "The president and chief financial officer shall report on the activities and financial condition of the corporation" (§ 48-57-101(c)(1)). The section also says "The failure to hold an annual meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect" the validity of corporate action (§ 48-57-101(d)).

Members can call a special meeting themselves. Under § 48-57-102(a)(2), "Unless the charter otherwise provides," a special meeting is required "if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held." If notice is not given within one month, "any person or persons signing the demand or demands may set the time and place of the meeting and give notice" (§ 48-57-102(c)). Only business within the "purpose or purposes described in the meeting notice" may be conducted at that meeting (§ 48-57-102(e)).

Notice of member meetings must be given "consistent with its charter or bylaws of meetings of members in a fair and reasonable manner" (§ 48-57-105(a)). Notice is fair and reasonable when members learn "the place, date and time of each annual and special meeting of members no fewer than ten (10) days nor more than two (2) months before the meeting date" (§ 48-57-105(c)(1)).

Tennessee's homeowners' association part of Chapter 27 adds one meeting-related record. On a vote to amend a declaration that bans long-term rentals, an association "shall, upon written request from a member, provide a record of the votes cast," including "The number of members present at a meeting at which the vote is taken" (§ 66-27-702).

What people generally do

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

• The recorded master deed (or CC&Rs) and bylaws set the specific meeting and notice mechanics.
• For incorporated HOAs, which Title 48 procedures supplement the bylaws.
• Annual meetings, and a record of any procedural irregularities.
• Meeting minutes and notices confirm how decisions were made.
• A licensed Tennessee attorney is the resource if the bylaws or Title 48 requirements appear to have been ignored.

Sources

• Tennessee Code Annotated — official public access (§§ 66-27-202, 66-27-403, 66-27-408, 66-27-410, 66-27-702)
• Tennessee Code Annotated — official public access (Tennessee Nonprofit Corporation Act, §§ 48-57-101, 48-57-102, 48-57-105)