Louisiana Opened HOA Board Meetings and Records on January 1, 2025

Association meetings and board meetings are treated separately. For association meetings, R.S. 9:1141.26(A)(1) requires an annual meeting in accordance with the bylaws, and if the bylaws are silent, on not more than sixty days and not less than thirty days notice. Paragraph (A)(2) gives owners a way to force a meeting: a special meeting must be called when the president, a majority of the board, or lot owners holding at least twenty percent of the voting interest, or any lower percentage the bylaws specify, demand that the secretary call one. The secretary has thirty days from receiving the demand to call it, and only matters described in the meeting notice may be considered. That twenty percent figure is the practical threshold for organizing owners in a Louisiana subdivision.

The notice for an annual or special meeting must go out not more than sixty and not fewer than thirty days before the meeting date, and R.S. 9:1141.26(A)(3) requires the notice to state the agenda items, specifically including the general nature and text of any proposed amendment to the community documents, any budget changes, and any proposal to remove a director or an officer elected by the association. Those three disclosures cannot be sprung on owners at the meeting. Paragraph (A)(4) lets the board reduce or waive the notice period only for a meeting called to address an emergency. Paragraph (A)(5) entitles owners to a reasonable opportunity to comment on any matter affecting the planned community or the association, paragraph (A)(7) requires the meeting to take place at the community or a place convenient to it, and paragraph (A)(8) applies the most recent edition of Robert's Rules of Order unless the community documents provide otherwise.

The board meeting rules in subsection B are the real change. Meetings are open to lot owners, and executive session may be held only during a regular or special meeting and only for five listed purposes: consulting an attorney on legal matters, discussing existing or potential litigation, mediation, arbitration or administrative proceedings, discussing labor or personnel matters, discussing contracts, leases and other commercial transactions currently being negotiated, including bids and proposals, when premature general knowledge would disadvantage the association, and preventing public knowledge that the board determines would violate a person's privacy. No final vote or action may be taken in executive session. Paragraph (B)(2) closes the obvious loophole by providing that the board shall not use incidental or social gatherings or any other method to evade the open meeting requirements.

Paragraph (B)(5) is the notice rule owners will use most: at least thirty days before each board meeting, notice of the time, date, place and agenda goes to each director and to the lot owners, unless the meeting was on a schedule previously provided to owners or is called to address an emergency. Paragraph (B)(6) requires that any materials distributed to directors before the meeting be made reasonably available to lot owners, including by posting on the association's website, with unapproved minutes and executive session materials excepted. Paragraph (B)(4) requires the board to adopt procedural rules permitting an owner to participate when the owner is directly impacted by an agenda item or is asked to attend. During the period of declarant control, paragraph (B)(3) requires only two board meetings a year, at least one of them at the community or a place convenient to it.

Records are governed by R.S. 9:1141.36. Subsection A lists eleven categories the association must retain, which may be kept electronically: accounting records, minutes of owner and board meetings other than executive sessions, an alphabetical owner list showing each owner's voting interest and the address used to communicate with the owner, organizational documents and all current rules, financial statements and tax returns for the past three years, a list of current directors and officers with addresses, the most recent annual report delivered to the secretary of state, records supporting the resale disclosures required by R.S. 9:1141.43(B), copies of current contracts, records of board or committee action approving or denying design and architectural change requests, and ballots and proxies for one year after the vote to which they relate. Subsection B requires the association, on receipt of a request for specific records, to make them available for examination and copying by a lot owner, the owner's agent, or a person with a valid contract of sale, during reasonable business hours or at a mutually convenient time and location.

Seven categories may be withheld under subsection C: personnel and medical records about specific individuals, contracts and commercial transactions currently being negotiated, existing or potential litigation and other proceedings, attorney-client and work product communications, information whose disclosure would violate law, executive session records, and individual lot files other than the requesting owner's own. Subsection D permits a reasonable fee for copies and for supervising the inspection, subsection E confirms the right to receive copies by photocopy or electronic transmission if available, and subsection F relieves the association of any duty to compile or synthesize information.

Louisiana enforces these duties through court action rather than an agency, and the deadlines run against the owner as much as the board. S. 26(B)(9) provides that board actions taken without complying with the meeting rules are nevertheless valid unless and until set aside by a court, and a challenge must be brought no more than sixty days after the minutes of the meeting are approved or notice of the action is given to owners, whichever is later. Watching for approved minutes is therefore part of enforcing the open meeting right.

S. 36 sets no production deadline and creates no penalty, so an owner met with silence sues to compel production. Subsection G cuts the other way: information obtained under the section may not be used for commercial or other improper purposes, the association may deny access when it has a good faith belief that the request is for such a purpose, and if an action is filed over production the court may order the association's expenses reimbursed on finding the information was used improperly. Two applicability provisions temper all of this for older communities.

S. S. 3(G) states that the Part does not require an association existing before that date to amend or change its organizational structure or its community documents.