North Dakota HOA Meetings and Records: Six-Year Retention and Member Inspection Under N.D.C.C. 10-33-80

The six-year records rule is the practical center of member oversight in North Dakota. Section 10-33-80(1) obliges the corporation to keep at its principal executive office correct and complete copies of its articles and bylaws, its accounting records, any voting agreements, and the minutes of meetings of members, of the board and of committees exercising board authority, for the last six years. Subsection 2 gives a member or a director, or that person's agent or attorney, the right to inspect all of those records for any proper purpose at any reasonable time, and it defines proper purpose narrowly but usefully as one reasonably related to the person's interest as a member or director. Subsection 3 adds a financial right that does not depend on inspecting anything: on request, the corporation must give the member or director a statement showing the financial result of all operations and transactions affecting income and surplus during the last annual accounting period, plus a balance sheet summarizing assets and liabilities as of the closing date of that period.

The association may charge for copies, but only a reasonable fee to cover the expense of providing them, and the statute controls the format fight too. Under subsection 6, records may be kept in any storage technique, including one not legible to the eye, provided they can be converted accurately and within a reasonable time into a visually legible form assembled by related subject matter; the corporation must perform that conversion on request of a person entitled to inspect, with the converting expense falling on whoever bears the copying expense. Two limits run the other way: subsection 4 bars a member or director from using or passing on a record obtained under the section for any purpose other than a proper purpose, and lets the corporation ask a court for a protective order.

Meeting mechanics are set by a handful of specific numbers. Section 10-33-39 requires a board meeting at least once per year unless the articles or bylaws say otherwise, allows meetings anywhere inside or outside North Dakota and by remote communication or conference telephone, and lets any single director call a meeting on at least ten days notice of the date, time and place, or three days notice for an organizational meeting under section 10-33-25. The notice need not state the purpose unless the articles or bylaws require it, but it must contain the substance of any proposed amendment to the articles. Under section 10-33-41 a quorum is a majority of directors currently holding office unless the governing documents set a different number, and once a quorum is present the remaining directors may keep transacting business even if enough leave to break it. Section 10-33-42 makes the act of the board an affirmative vote of a majority of directors present and entitled to vote.

Member meetings carry their own clocks. Section 10-33-65 requires at least an annual meeting of voting members unless the articles or bylaws provide otherwise, and requires that meeting to include an election of successors to directors whose terms expire and a report on the activities and financial condition of the corporation. If no annual meeting has been held in the preceding fifteen months, at least fifty members with voting rights or ten percent of them, whichever is less, may demand one in writing to the president or secretary; the board then has thirty days to call it and must hold it within ninety days of the demand, at the corporation's expense, and if the board does not act the demanding members may call it themselves at the corporation's expense. Section 10-33-66 applies the same fifty members or ten percent threshold to a special meeting, requires the notice to state the purposes, and makes business transacted outside those stated purposes voidable. Section 10-33-68(4) sets the default member notice at least five days and not more than fifty days before the meeting. Section 10-33-67 lets the district court of the county holding the principal executive office order a meeting when none was held within the earlier of six months after fiscal yearend or fifteen months after the last meeting.

One more list is worth knowing about. Section 10-33-70 requires the corporation, after fixing a record date, to prepare an alphabetical list of members entitled to notice and to vote showing each address and vote count, and to make it available for inspection by a voting member for the purpose of communicating with other members about the meeting, beginning two business days after the notice goes out and continuing through the meeting and any adjournment. A member may inspect and copy it on written demand at the member's own expense. For condominium projects specifically, section 47-04.1-07 adds that all bylaws, rules and regulations adopted by the unit owners or the administrative body must be reduced to writing and made available to every owner of any interest in the project, and that the name of the person responsible for administrative duties and for service of legal process must be recorded with the county recorder.

Section 10-33-80(7) is the remedy that gives the records right its force: a member or director wrongfully denied access to or copies of records may bring an action for injunctive relief, damages, and costs and reasonable attorney's fees. A refusal to produce the member list before or at a meeting is handled separately by section 10-33-70(3), under which the district court of the county where the principal executive office sits may order the inspection or copying at the corporation's expense, postpone the meeting until copying is complete, or order the corporation to pay the member's costs including reasonable attorney's fees.

Broader misconduct is reached by section 10-33-81, which lets at least fifty members with voting rights or ten percent of them, whichever is less, or the attorney general, sue for equitable relief the court considers just and reasonable and recover expenses including attorney's fees when the corporation or one of its officers or directors violates the chapter. Note the outer limits. Under section 10-33-65(5) the failure to hold a meeting in accordance with the articles or bylaws does not itself invalidate corporate action, and under section 10-33-70(4) a refusal to produce the member list does not affect the validity of action taken at the meeting unless a written demand was made before the meeting and improperly refused.

Directors sued for chapter violations are measured against the standard of conduct in section 10-33-45, which is good faith, a reasonable belief that the action serves the corporation's best interests, and the care an ordinarily prudent person in a like position would use.