Mississippi HOA Records and Meetings: 5 Business Days to Inspect, 10 Days' Meeting Notice

Mississippi has no homeowners association act, so the governance rules for an incorporated association come from the Mississippi Nonprofit Corporation Act at Miss. Code Ann. Sec. 79-11-101 through Sec. 79-11-407, supplemented since 2021 by a short article on association money at Sec. 79-11-751 through Sec. 79-11-761. Section 79-11-283 sets what has to exist before anyone can ask to see it. The association must keep as permanent records the minutes of all meetings of its members and board, a record of every action taken without a meeting, and a record of all committee actions; it must maintain appropriate accounting records; and it must maintain a member roll in a form that permits an alphabetical list by class showing the votes each member may cast. At its principal office it must keep the current articles and bylaws with all amendments in effect, board resolutions defining the rights and obligations of members or a class of members, the minutes of all member meetings and records of member-approved actions for the past three years, all written communications sent to members generally in the past three years, a list of the names and business or home addresses of current directors and officers, and the most recent annual report filed with the Secretary of State. Subsection (5) was last touched by Laws, 2024, ch. 449, Sec. 6, effective July 1, 2024.

Section 79-11-285 splits inspection into two tiers. The first tier is the principal-office file listed in Sec. 79-11-283(5): a member may inspect and copy it at a reasonable time and location specified by the association after giving written notice of the demand at least five business days before the day the member wants to inspect. No reason needs to be given. The second tier covers excerpts from the permanent minute records, the accounting records, and the membership list. Those require the same five business days' written notice plus three conditions: the demand is made in good faith and for a proper purpose, the member describes with reasonable particularity both the purpose and the records wanted, and the records are directly connected with that purpose. Subsection (4) preserves a member's ordinary discovery rights in litigation against the association and a court's independent power to compel production.

Section 79-11-287 fills in the mechanics. A member's agent or attorney has exactly the same inspection and copying rights as the member. The right to copy includes, where reasonable, the right to receive copies, and copies may be delivered by electronic transmission if that is available and the member asks for it. The association may impose a reasonable charge covering labor and materials, and that charge may not exceed the estimated cost of production or reproduction. A demand for the member roll may be answered with a list compiled no earlier than the date of the demand, so an association cannot satisfy the request with a stale roster.

Refusal has a defined remedy in Sec. 79-11-289. For the first-tier records the member applies to the chancery court of the county where the association's principal office is located, or to the Chancery Court of the First Judicial District of Hinds County if it has no principal office in Mississippi, and that court may summarily order inspection and copying at the association's expense. For second-tier records the same courts hear the application and must dispose of it on an expedited basis. If the court orders production, it must also order the association to pay the member's costs including reasonable attorney's fees, unless the association proves it refused in good faith because it had a reasonable basis for doubt about the member's right to inspect. The court may attach reasonable restrictions on how the member uses or distributes what is produced.

On meetings, Sec. 79-11-197 requires an association with members to hold a membership meeting every year at a time stated in or fixed under the bylaws, in or out of Mississippi, at the place fixed by the bylaws or otherwise at the principal office. The president and chief financial officer must report on the activities and financial condition of the corporation. Missing the annual meeting does not void corporate action already taken. Since Laws, 2011, ch. 440, the articles or bylaws may provide that an annual or regular member meeting need not have a geographic location at all if it runs over the Internet or other electronic communications technology in a way that lets members read or hear the proceedings substantially concurrently, vote, pose questions and make comments.

Notice periods come from Sec. 79-11-205. Notice of the place, date and time of each annual and special member meeting must go out no fewer than 10 days before the meeting, or no fewer than 30 days if it is mailed by something other than first-class or registered mail, and no more than 60 days before. Notice of an annual meeting must describe any matter requiring member approval under the sections listed in Sec. 79-11-205(3)(b), which include amendments to the articles and bylaws, mergers, dispositions of property outside the regular course of business, and dissolution. Notice of a special meeting must describe the matters it is called for. A person entitled to call a special meeting may force an item onto the agenda by asking the secretary or president in writing at least 10 days before notice goes out.

Board meetings are governed far more loosely, and this is the trap for members who expect to be told when the board sits. Under Sec. 79-11-259, unless the articles or bylaws provide otherwise, regular board meetings may be held without any notice of date, time, place or purpose, and special board meetings need only two days' notice of date, time and place, with no obligation to state the purpose. Section 79-11-255 lets the board meet in or out of Mississippi and lets directors take part by any means through which all participating directors can simultaneously hear each other, in which case the director is deemed present in person.

The 2021 and 2022 additions bolt a financial-oversight duty onto that structure. Section 79-11-753(1) requires the board of a homeowners association, at all regularly scheduled meetings, to review the latest account statements prepared by the financial institutions holding the association's operating and reserve accounts, unless the governing documents impose more stringent standards. Section 79-11-753(2) lets the board hold any special or regularly scheduled board meeting or member meeting by electronic transmission or other remote communication, or a combination, unless the governing documents prohibit it. Section 79-11-755 offers an alternative: every individual board member, or a subcommittee made up of the treasurer and at least one other board member, may review the statements outside a meeting so long as the review is ratified at the next board meeting and that ratification is reflected in the minutes. Section 79-11-751(4) obliges the managing agent to hand the association that same information before every regular meeting and at any other time the association asks, and Sec. 79-11-751(2)(f) blocks any transfer of more than $10,000.00 of the association's combined reserve and operating deposits without prior board approval.

The Secretary of State's Business Services division receives nonprofit annual reports under Miss. Code Ann. Sec. 79-11-407 and can administratively dissolve a corporation that stops filing, but it does not referee record requests or meeting disputes. The member's remedy is judicial. A member who gave the required five business days' written notice and was refused applies to the chancery court named in Sec. 79-11-289, which for first-tier records may order inspection and copying summarily and at the association's expense, and for the remaining records must rule on an expedited basis.

The fee-shifting in Sec. 79-11-289(3) is mandatory once inspection is ordered: the association pays the member's costs and reasonable attorney's fees unless it proves a good-faith refusal grounded in a reasonable basis for doubt about the member's right. Separately, Sec. 79-11-751(6) awards reasonable legal fees and court costs to the prevailing party in an action to enforce the managing-agent trust-fund rules, which is the one place in Mississippi association law where a homeowner suing over the handling of association money has a statutory fee award available.

Section 79-11-131 also lets a member petition the chancery court for an alternative method of calling or conducting a meeting when the ordinary route fails.