Wyoming HOA Records: Five Business Days' Notice to Inspect, Two Days for a Board Meeting

Wyoming never enacted an HOA statute, so the procedural rules for a Wyoming association come from the corporation it is. Almost every subdivision or condominium association here files articles with the Wyoming Secretary of State and becomes a nonprofit corporation, which W.S. 17-19-1804(a)(v) classifies as a mutual benefit corporation when it is not religious, not a 501(c)(3) and not organized for a public or charitable purpose. That classification pulls in the whole of the Wyoming Nonprofit Corporation Act. If the association was never incorporated, or lost its charter through administrative dissolution under W.S. 17-19-1420, none of what follows is available and only the recorded covenants govern.

Member meetings. W.S. 17-19-701(a) requires a corporation with members to hold a membership meeting annually at a time stated in or fixed under the bylaws, and 17-19-701(d)(i) requires the president and chief financial officer to report at that meeting on the activities and financial condition of the corporation. If no place is fixed in the bylaws, 17-19-701(c) puts the meeting at the corporation's principal office. Do not expect a missed annual meeting to undo anything: 17-19-701(f) states that failure to hold an annual or regular meeting at the time fixed by the bylaws does not affect the validity of any corporate action. Members can force a meeting themselves. Under W.S. 17-19-702(a)(ii), holders of at least five percent of the voting power may sign, date and deliver to any corporate officer one or more written demands describing the purpose of a special meeting, measured against a record date of the close of business on the 30th day before delivery. If the association does not give notice within 30 days after the demands are delivered, 17-19-702(c) lets a person who signed set the time and place and give notice themselves. Only matters described in the notice may be conducted at a special meeting, under 17-19-702(e).

Notice of a member meeting is fair and reasonable under W.S. 17-19-705(c)(i) when the corporation notifies members of the place, date and time no fewer than 10 nor more than 60 days before the meeting date, with a description of the matters for which a special meeting is called. W.S. 17-19-705(e) gives an individual member leverage: 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 the association sends its notice, the association must include notice of that member's matter. Adjournment does not restart the clock when the new date, time and place are announced before adjournment. W.S. 17-19-141(d) fixes when written notice takes effect, at the earliest of actual receipt, 5 days after correctly addressed first class mailing, or the date on the return receipt for certified or registered mail.

Board meetings are governed far more loosely. Under W.S. 17-19-822(a) regular board meetings may be held without notice unless the articles or bylaws provide otherwise, and 17-19-822(b) requires only at least 2 days' notice of the date, time and place of a special meeting, expressly not the purpose. W.S. 17-19-822(d) lets the presiding officer, the president, or twenty percent of the directors then in office call and notice a board meeting. W.S. 17-19-820(c) permits directors to participate by any means of simultaneous communication, and a director doing so is deemed present in person. W.S. 17-19-821(a) allows the board to act without meeting at all, but only by written consent signed by every director and filed with the minutes. Quorum under 17-19-824(a) is a majority of the directors in office immediately before the meeting begins, and the bylaws may never set it lower than the greater of one third of the directors in office or two directors; a majority of those present then acts for the board. Nothing in the act requires that board meetings be open to members or that an agenda be published, and Wyoming has no statutory open meetings rule for associations.

Records. W.S. 17-19-1601(a) requires permanent minutes of all member and board meetings and records of all action taken without a meeting, 1601(b) requires appropriate accounting records, and 1601(c) requires a membership record capable of producing an alphabetical list with names, addresses and votes. W.S. 17-19-1601(e) is the list an association must keep at its principal office: current articles and bylaws with amendments, board resolutions on the characteristics, qualifications, rights, limitations and obligations of members, minutes of member meetings and member-approved actions for the past three years, all written communications to members generally for the past three years including the financial statements furnished under 17-19-1620, a list of the names and addresses of current directors and officers, and the most recent annual report filed with the Secretary of State. Those records carry the easy inspection right: W.S. 17-19-1602(a) needs only a written notice or demand at least 5 business days before the date the member wants to inspect and copy, with no purpose test. A second tier under 17-19-1602(b), covering excerpts of board minutes, the accounting records and the membership list, also takes 5 business days' written notice but adds the conditions in 1602(c), that the demand be made in good faith and for a proper purpose, describe the purpose and records with reasonable particularity, and seek records directly connected with that purpose. W.S. 17-19-1603(a) gives a member's agent or attorney the same rights, and 17-19-1603(c) caps what the association may charge at a reasonable charge for labor and material not exceeding the estimated cost of production or reproduction. W.S. 17-19-1605 restricts the other side: without board consent a membership list may not be used for any purpose unrelated to membership, used for any commercial purpose, or sold. On written demand, W.S. 17-19-1620 also entitles a member to the association's latest annual financial statements, including a balance sheet as of fiscal year end and a statement of operations, with the accountant's report attached if one was prepared.

One timing point to be honest about: the act sets the notice a member must give, not a deadline by which the association must hand documents over. It requires inspection at a reasonable time and location specified by the corporation. The pressure comes from the court remedy, not from a statutory production clock.

There is no Wyoming agency that polices association records or meetings, so enforcement is judicial. S. S. 17-19-1604(a) lets the district court where the association's principal or registered office sits summarily order inspection and copying at the association's expense. For the second-tier records under 1602(b) and (c), 17-19-1604(b) directs the court to dispose of the application on an expedited basis. The fee shift in 17-19-1604(c) is the real leverage: a court that orders inspection shall also order the association to pay the member's costs, including reasonable counsel fees, unless the association proves it refused in good faith because it had a reasonable basis for doubt about the member's right to the records.

The court may also impose restrictions on how the member uses or distributes what is produced. S. 17-19-720: it must be available for member inspection beginning two business days after the meeting notice goes out and through the meeting, and if the association refuses, 17-19-720(d) lets the court summarily order inspection or copying at the association's expense, postpone the meeting until the inspection is complete, and award the member costs and reasonable counsel fees. S. 17-19-160 lets a director, officer, delegate, member or the attorney general petition the district court to order a meeting or an alternative form of vote, and the court may dispense with quorum and vote-percentage requirements to get the association functioning again.