Arkansas HOA Meetings and the Only Records Members Can Demand

Start by confirming what your association actually is. Arkansas never enacted a planned community or homeowners' association statute, and a property owners' association here is usually a nonprofit corporation formed under the Arkansas Nonprofit Corporation Act of 1993, enacted as Act 1147 of 1993 and codified at Ark. Code § 4-33-101 et seq. If the association is not incorporated, none of the rules below apply and your only source of procedure is the recorded declaration and the bylaws.

Annual meetings are mandatory but toothless if skipped. Under § 4-33-701(a) a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws, and § 4-33-701(d) requires that at the annual meeting the president and chief financial officer report on the activities and financial condition of the corporation. That report is the one financial disclosure Arkansas guarantees members. Section 4-33-701(f) then says the failure to hold an annual or regular meeting does not affect the validity of any corporate action, so a board that skips the meeting has not voided its own decisions. Meetings are held where the bylaws say, and at the principal office if the bylaws are silent.

Notice is measured in a way boards often get wrong. Section 4-33-705(c)(1) treats notice as fair and reasonable if the corporation notifies members of the place, date and time no fewer than 10 days, or 30 days if notice is mailed by other than first class or registered mail, and no more than 60 days before the meeting date. Notice of a special meeting must describe the matters for which it is called, and under § 4-33-705(e) the association must include a matter a member intends to raise if a person entitled to call a special meeting asks in writing and the secretary or president receives the request at least 10 days before notice goes out.

Members can force a meeting. Section 4-33-702(a)(2) lets holders of at least five percent of the voting power sign, date and deliver to any corporate officer written demands describing the purpose of a special meeting, with the record date set at the close of business on the thirtieth day before delivery. If notice is not given within 30 days after the demand is delivered, § 4-33-702(c) lets a person who signed the demand set the time and place and give the notice themselves.

The records picture is the part that surprises people who have lived in another state. When Arkansas adopted the Revised Model Nonprofit Corporation Act in 1993 it did not carry over the model's records and reports chapter, so there is no Arkansas counterpart to the usual right to inspect minutes, financial statements, contracts and accounting records on written demand. The one statutory inspection right is § 4-33-720. After a record date is fixed for a meeting notice, the corporation must prepare an alphabetical list of members entitled to notice showing each member's address and number of votes. That list must be available for inspection by any member for the purpose of communication with other members about the meeting, beginning two business days after notice is given and continuing through the meeting, at the principal office or at a reasonable place named in the notice in the city where the meeting will be held. You inspect on written demand and may copy at your own expense, and the list must also be produced at the meeting itself. Subsection (d) bars using the list for any purpose unrelated to membership, for any commercial purpose, to solicit money or property except solely to solicit votes in a corporate election, or to sell or buy it. A religious corporation may limit or abolish even this right in its articles or bylaws.

Board meetings run on separate rules. Under § 4-33-822(a) regular board meetings may be held without notice unless the articles or bylaws say otherwise, and § 4-33-822(b) requires at least two days' notice of the date, time and place, but not the purpose, of a special board meeting. In an association with no members, removing a director or approving anything that would need member approval requires at least seven days' written notice to each director. The presiding officer, the president, or twenty percent of the directors then in office may call and give notice of a board meeting. Section 4-33-820(c) lets directors attend by any means of communication in which all participants can simultaneously hear each other, and a director doing so is deemed present in person. Nothing in the act gives members a right to attend or observe a board meeting; Arkansas's Freedom of Information Act reaches public bodies, not private associations.

There is no state agency with authority over an Arkansas association's meetings or records, so the remedies are private and run through the courts. The strongest one is § 4-33-703, which lets the court in the county where the corporation's principal office is located summarily order a meeting to be held. A member may apply if the annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after the last annual meeting, if a regular meeting was not held within forty days of the date it was required, or if a validly demanded special meeting was not noticed within thirty days or was not held in accordance with the notice.

The court may fix the time and place, set a record date, prescribe the form and content of the notice, fix or dispense with the quorum, and enter other orders needed to make the meeting happen. Critically, § 4-33-703(c) says that if the court orders a meeting it may also order the corporation to pay the member's costs, including reasonable counsel fees, which shifts the cost of a board that simply refuses to meet. For the members' list, make the demand in writing, cite § 4-33-720(b), state the date notice was given so the two-business-day clock is on the record, and offer to pay copying costs.

A refusal is enforced by suit rather than by any administrative complaint, and because § 4-33-720(d) restricts how the list may be used, an association will often demand assurances about use before producing it.