§ 7-128-203 — Notice of meeting - rights of residential members

(1) Unless
otherwise provided in articles 121 to 137 of this title or in the bylaws, regular
meetings of the board of directors may be held without notice of the date, time,
place, or purpose of the meeting.

(2) Unless the bylaws provide for a longer or shorter period, special meetings
of the board of directors shall be preceded by at least two days' notice of the date,
time, and place of the meeting. The notice need not describe the purpose of the
special meeting unless otherwise required by articles 121 to 137 of this title or the
bylaws.

(3) Notwithstanding subsections (1) and (2) of this section, and
notwithstanding any provision of the articles of incorporation or bylaws to the
contrary, the following rules and procedures apply to meetings of the board of
directors of a residential nonprofit corporation or any committee of the board:

(a) (I) (A) All regular and special meetings of the residential nonprofit
corporation's board of directors or executive committee, or any committee of the
board that is authorized to take final action on the board's behalf, must be open to
attendance by all residential members or their representatives. The board shall
make agendas for meetings of the board, and agendas for meetings of committees
of the board that are authorized to take final action on the board's behalf,
reasonably available for examination in advance by all residential members or their
representatives. If there is no formal agenda, residential members or their
representatives are nonetheless entitled to a general description of the purpose of
the meeting and the subject matter that will be discussed.

(B) The board shall inform all members, at least annually, of the method by
which meeting agendas and other information required by sub-subparagraph (A) of
this subparagraph (I) will be provided, including the physical location of places
where agendas and meeting notices may be posted or the web address where
online postings may be made. The board shall give at least thirty days' advance
notice of any change in the manner or means by which meeting information will be
provided.

(II) The residential nonprofit corporation is encouraged to provide all notices
and agendas required by this article in electronic form, by posting on a website or
otherwise, in addition to printed form. If such electronic means are available, the
corporation shall provide notice of all regular and special meetings of residential
members by electronic mail to all residential members who so request and who
furnish the corporation with their electronic mail addresses. Electronic notice of a
special meeting must be given as soon as possible but at least twenty-four hours
before the meeting.

(b) At an appropriate time determined by the board of directors, but before
the board votes on an issue under discussion, the board shall permit residential
members or their designated representatives to speak regarding the issue. The
board may place reasonable time restrictions on persons speaking during the
meeting. If more than one person desires to address an issue and there are
opposing views, the board shall provide for a reasonable number of persons to
speak on each side of the issue.

(c) The board of directors or any committee of the board may hold an
executive or closed-door session and may restrict attendance to board members
and such other persons requested by the board during a regular or specially
announced meeting or a part thereof. The matters to be discussed at such an
executive session may include only matters enumerated in paragraph (d) of this
subsection (3).

(d) Matters for discussion by an executive or closed session are limited to:

(I) Matters pertaining to employees of the residential nonprofit corporation
or the managing agent's contract or involving the employment, promotion,
discipline, or dismissal of an officer, agent, or employee of the corporation;

(II) Consultation with legal counsel concerning disputes that are the subject
of pending or imminent court proceedings or matters that are privileged or
confidential between attorney and client;

(III) Investigative proceedings concerning possible or actual criminal
misconduct;

(IV) Matters subject to specific constitutional, statutory, or judicially
imposed requirements protecting particular proceedings or matters from public
disclosure;

(V) Any matter the disclosure of which would constitute an unwarranted
invasion of individual privacy;

(VI) Review of or discussion relating to any written or oral communication
from legal counsel.

(e) Upon the final resolution of any matter for which the board of directors
received legal advice or that concerned pending or contemplated litigation, the
board may elect to preserve the attorney-client privilege in any appropriate
manner, or it may elect to disclose such information, as it deems appropriate, about
such matter in an open meeting.

(f) Before the board of directors or any committee of the board convenes in
executive session, the chair of the body shall announce the general matter of
discussion as enumerated in paragraph (d) of this subsection (3).

(g) The board of directors shall not adopt any change to the residential
nonprofit corporation's articles of incorporation or bylaws during an executive
session. An articles of incorporation or bylaw change may be validly adopted only
during a regular or special meeting or after the board of directors goes back into
regular session following an executive session.

(h) The minutes of all meetings at which an executive session was held must
indicate that an executive session was held and the general subject matter of the
executive session.

Legislative History

Source: L. 97: Entire article added, p. 694, � 3, effective July 1, 1998. L. 2011: (3) added, (HB 11-1110), ch. 22, p. 55, � 3, effective March 11. L. 2012: (3)(a)(I) amended, (SB 12-024), ch. 39, p. 137, � 2, effective March 22.