The requirement to have a member list available for homeowner association and condominium member meetings has become increasingly apparent with the adoption of recent legislative changes to the nonprofit act related to the ability of community associations to hold membership meetings electronically or on some virtual/remote platform. The requirement to make the membership list available is nothing new however.
The nonprofit act (N.C.G.S. §55A) states explicitly that “After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to cast at the meeting.” That list is to be made available beginning two business days after the meeting notice is given and must be available for inspection by any member for the purpose of communication with other members concerning the meeting. That last sentence is key. The list is prepared for and is supposed to be used by the members (if desired) to communicate about the meeting. Notably this provision is under the “Voting” chapter of the nonprofit act. The drafters likely envisioned that the list was to be used to “whip” votes for an election or to rally support for a particular cause to be discussed at the meeting.
This list is to be available at the corporation’s principal office or other reasonable place stated in the meeting notice in the city where the meeting will be held. With the electronic meeting changes that were adopted last year, the list can now be available on an electronic network if the information required to access that network is provided with the meeting notice. Another key point to be made is that if the Association decides that the meeting will be held “solely by means of remote communication, then the list shall also be open to inspection during the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.” Again, the purpose is to allow members to communicate with each other about the specifics of the meeting.
I will note that there is a saving provision in the statute that states that refusal to prepare or make the list available does not affect the validity of action taken at the meeting. However, that does not negate the fact that the statutory requirements are just that. They are requirements, and as with any statutory requirements, there can be consequences and complications for failing to follow the prescribed rules.
Should your Association have any questions regarding the member list to be provided in conjunction with member meetings as discussed in N.C.G.S. §55A-7-20, please reach out to one of the attorneys at Law Firm Carolinas.