Oklahoma HOA Records Demands: Five Business Days, Then District Court

Oklahoma never enacted a homeowner-association act, so nothing in Title 60 tells an owners association how often to meet, how much notice to give, or what records to open. The Real Estate Development Act at 60 O.S. Sections 851 through 858 covers formation, assessments, liens, covenant enforcement and the U.S. flag, and stops there. Which rules apply to your association therefore depends on how it is organized, and the answer is different for an incorporated HOA, a condominium and an unincorporated association.

Most Oklahoma HOAs are incorporated as nonstock nonprofit corporations, which puts them under the Oklahoma General Corporation Act. Under 18 O.S. Section 1004.1(A) the Act applies to nonstock corporations with references to shareholders read as references to members and references to the board of directors read as references to the governing body. Section 1065 is not among the sections that subsection excludes, so it reaches HOA members, and its own text expressly contemplates a member of a nonstock corporation.

Under 18 O.S. Section 1065(B) a member, in person or by attorney or other agent, may make a written demand under oath stating its purpose and thereby gain the right, during the usual hours for business, to inspect for any proper purpose and to make copies and extracts from the corporation's books and records. A proper purpose means a purpose reasonably related to the person's interest as a member. The demand must be directed to the corporation at its registered office in Oklahoma or at its principal place of business, which for an HOA is usually the management company's address on file with the Secretary of State. A member who is not a record holder must state that status, attach documentary evidence of beneficial membership, and state that the evidence is a true and correct copy. If an attorney or agent makes the demand, a power of attorney or other written authorization must accompany it.

The deadline is the part worth memorising. Under 18 O.S. Section 1065(C)(1), if the association refuses inspection or simply does not reply within five (5) business days after the demand is made, the member may apply to the district court for an order to compel. The court may summarily order the association to permit inspection and copying. Burdens then split: under Section 1065(C)(2), for books and records other than the membership list the member must establish membership, compliance with the form and manner of demand, and a proper purpose; under Section 1065(C)(3), for the membership list itself the burden is on the association to prove an improper purpose. Where the court orders the association to furnish a list as of a specific date, it may condition that on the member first paying the reasonable cost of obtaining and furnishing it. Board members have a separate and broader right under Section 1065(D) to examine the records for a purpose reasonably related to their position, with the burden on the corporation to show improper purpose.

Meeting notice is the gap. The Oklahoma General Corporation Act's notice rule at 18 O.S. Section 1067 sets a window of not less than ten (10) nor more than sixty (60) days before a meeting, but it does not apply to a nonstock HOA: 18 O.S. Section 1004.1(B)(2) lists Sections 1056, 1057, 1058, 1059, 1061, 1064 and 1067 as sections the nonstock translation rule does not carry over, and 18 O.S. Section 1060(A) confirms that Sections 1056 through 1059 and 1061 do not apply to nonstock corporations except Section 1056(A) and (D) and Section 1057(C), (D) and (E). An Oklahoma HOA's notice period is therefore whatever its bylaws say. Section 1056(D) does survive, so special meetings may be called by the governing body or by whoever the certificate of incorporation or bylaws authorise.

Several default voting rules do apply and are worth checking against your bylaws. Under 18 O.S. Section 1060(B), unless the certificate or bylaws provide otherwise, each member gets one vote on each matter and may vote by proxy, but no proxy may be voted more than three (3) years after its date unless the proxy provides for a longer period. Under Section 1060(C), absent a specification in the certificate or bylaws, one-third (1/3) of the members constitutes a quorum, a majority of those present in person or by proxy decides matters other than elections, and the governing body is elected by plurality. Section 1060(E) allows electronic ballots if the governing body authorises them, and Section 1060(F) makes the record date default to the date of the meeting itself. If the board simply never holds the election, Section 1060(D) provides that the failure works no forfeiture or dissolution but that the district court may summarily order an election on the application of any member, and at that court-ordered election the members who appear in person or by proxy are the quorum regardless of any bylaw to the contrary.

Condominiums run on the older Unit Ownership Estate Act. 60 O.S. Section 519 requires bylaws annexed to the declaration and to the first deed of each unit. 60 O.S. Section 520 requires the bylaws to provide at a minimum the method of calling or summoning the unit owners to assemble, that a majority of unit owners is required to adopt decisions, who presides and who keeps the minute book in which resolutions are recorded, and that seventy-five percent (75%) of the unit owners may modify or amend the bylaws, with no amendment operative unless set forth in an amended declaration and duly recorded. 60 O.S. Section 521 then requires the administrator or board of administration to keep the association's financial book open to the owners, as quoted below in the excerpt of the corporate records right that applies to incorporated associations.

An unincorporated owners association is the weakest case. It has no corporate records statute behind it and no Unit Ownership Estate Act rules, so the only enforceable documents are the recorded covenants themselves, which under 60 O.S. Section 857 the title company must deliver to a buyer at or before closing for a charge of no more than Twenty-five Dollars ($25.00).

There is no Oklahoma agency to complain to. The state does not register, license or supervise homeowner associations, and neither the Secretary of State nor the Attorney General adjudicates records or meeting disputes. Every remedy runs through the district court of the county involved.

For an incorporated association the sequence is fixed by 18 O.S. Section 1065. Serve a written demand under oath, stating a proper purpose, on the corporation at its registered office or principal place of business. Count five business days. If the association refuses or stays silent, file an application in district court for an order to compel inspection, which the statute allows the court to grant summarily. Bring proof of membership and of the form and manner of the demand, because Section 1065(C)(2) puts those elements and proper purpose on the member for ordinary books and records. If what you want is the membership list, Section 1065(C)(3) reverses that: the association has to prove your purpose was improper. The court may prescribe limitations or conditions on the inspection and may order records brought into and kept in Oklahoma on terms it sets.

A blocked election has its own remedy. Under 18 O.S. Section 1060(D) any member may apply to the district court for an order that the election be held, and the quorum at that court-ordered election is whoever attends in person or by proxy, which strips a board of the tactic of suppressing turnout to defeat a bylaw quorum.

In a condominium the enforcement hook is 60 O.S. Section 508: failure to comply with the bylaws, the rules adopted under them, or the covenants, conditions and restrictions in the declaration or unit deed is grounds for an action to recover sums due, for damages, for injunctive relief or both, brought by the manager or board of managers on behalf of the council of unit owners or, in a proper case, by an aggrieved unit owner. That last clause is what lets an individual owner sue the board over records kept closed contrary to 60 O.S. Section 521. Fee exposure in covenant litigation is symmetrical under 60 O.S. Section 856, which awards reasonable attorney's fees to the prevailing party, taxed as costs.