What Association Documents May Homeowners Inspect?
By: Adam B. King
A very common question from Managers, Board Members, and Condominium Owners is “what homeowners’ association corporate records may a resident inspect?”
Most Idaho homeowners associations (“HOAs”) are non-profit corporations. In addition to the familiar documents such as Declarations, Bylaws and Articles of Incorporation, the Idaho Nonprofit Corporation Act (Idaho Code Section 30-3-1 et seq.) controls many aspects of HOA relations.
The Idaho Nonprofit Corporation Act (“INPA”) contains several specific provisions concerning inspection of documents, primarily Idaho Code Section 30-3-131. Under Section 131, the INPA allows a Member to inspect the following records, if the Member gives written notice at least fifteen days prior to the date of the inspection – incidentally, all of these records must be maintained by the Association. The Association can charge a reasonable fee for any copies provided to the Member.
(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(b) Its bylaws or restated bylaws and all amendments to them currently in effect;
(c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(d) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
(e) All written communications to members generally within the past seven (7) years, including the financial statements furnished for the past seven (7) years under section 30-3-134, Idaho Code;
(f) A list of the names and business or home addresses of its current directors and officers; and
(g) Its most recent annual report delivered to the secretary of state under section 30-3-136, Idaho Code.
Additional specific records may be inspected, but here the Member must jump through some hoops. Again, fifteen days written notice is required. The hoops to jump through are showing that the request to inspect the records is legitimate and specific, under Idaho Code Section 30-3-131, section (3):
(a) The member’s demand is made in good faith and for a proper purpose reasonably related to the member’s interest as a member of the corporation;
(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect;
(c) The records are directly connected with this purpose; and
(d) The board of directors shall determine whether a member’s request is for a proper purpose.
So if the member clears the hurdles of (a) through (d), the member can also inspect the 30-3-130(1) records, namely:
minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized in section 30-3-79(4), Idaho Code.
Again, these are records that must be kept by all nonprofit corporations. It should be noted that the Board may deny inspection of certain personnel records and confidential attorney-client communications if that denial is in the best interests of the Association.
Membership lists must be made available two days after noticing a corporate meeting, and at the meeting. Again, a request to inspect a membership list should be made fifteen days in advance.
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