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Subject: Letter to inspect members list and records
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JanineR
(Tennessee)

Posts:192


08/19/2021 11:41 AM  
Letter to inspect members list and records:


Are there any suggestions to tweaking this letter?

(keep it clean please!)

Thanks in advance.



------------------------
I am a member of the above mentioned COA, a Tennessee non profit corporation.

{Agent} is the registered agent.

I would like to inspect the members' list, in alphabetical order, with mailing addresses and number of votes each member is entitled to.

In addition, as previously requested, I am asking again to inspect the books and records of the Association as is afforded by state statute, the master deed, the bylaws, and the management company agreement.

The purpose of this request is to prepare for the upcoming annual meeting of the members, and to encourage participation in the association matters.

Please arrange for this inspection at the {Agent's address} for {date five days from when letter is sent} at 11 am.

Sincerely

--------------------------

§ 66-27-113
§ 48-66-101
§ 48-66-102


Master Deed:
b) Books and Records. The Association shall maintain current copies of this Master Deed, the Charter, the Bylaws, and all rules and regulations concerning the Condominium, as well as its own books, records, and financial statements, all of which shall be available for inspection by Unit Owners or by holders, insurers, and guarantors of first mortgages that are secured by one or more Units. Each of these documents shall be available for inspection during normal business hours at the address of the Association for its manager.


By Laws:
Assessments:
h)The Board of Directors shall cause to be kept detailed and accurate records in chronological order of its receipts and expenditures affecting the Common Elements, specifying and itemizing the Common Expenses incurred. Payment vouchers may be approved in such manner as the Board of Directors may determine.


Management Contract:
"Agent shall maintain on behalf of the Association all office records, books and accounts and other Association records in a manner satisfactory to the Board, which records shall be subject to examination by the Board at any time.
Subject to the terms of the Tennessee Nonprofit Code and the By-Laws, members shall be entitled to inspect at any time during normal business hours other books and records except for communications designated as protected by the attorney-client privilege."
AugustinD


Posts:1695


08/19/2021 11:48 AM  
JanineR, I cannot tell from your draft letter which specific records you want to see. Do you only want to review the member list? Or are there other records you want to see?

TimB4
(Virginia)

Posts:17785


08/19/2021 11:55 AM  
Janine,

The Association does not have to create a specific document for you.
The Association might be keeping their membership list by lot number vs. alphabetical. I would drop such requirement and be happy with what they provide.

As was pointed out by Augustine, I would specify which records you wish to review. Otherwise it sounds like a fishing expedition.

If your concerned about expenses, ask to see the financial records of the Association.

If your concerned about decisions, ask to see the minutes of Board meetings.

JanineR
(Tennessee)

Posts:192


08/19/2021 12:04 PM  
Posted By AugustinD on 08/19/2021 11:48 AM
JanineR, I cannot tell from your draft letter which specific records you want to see. Do you only want to review the member list? Or are there other records you want to see?






Members list,
and at minimum about 15 invoices to one vendor for an insurance claim plus their contract.

This is the first time I have asked for the members list. I am running for the Board, and would like to reach out to members by mail.

I have asked to inspect invoices before, but been told no. I've always kept it simple. But trying again.

Here are some post history

https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/298552/view/topic/Default.aspx

https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/300180/view/topic/Default.aspx

https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/303016/view/topic/Default.aspx
AugustinD


Posts:1695


08/19/2021 12:14 PM  
Dear [HOA registered agent's name],


I am a member of the above mentioned COA, a Tennessee non profit corporation.

{Agent} is the registered agent.

I would like to inspect the members' list that, pursuant to Tennessee Code 48-66-101, is "in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote."

Pursuant to Tennessee Code 66-27-113, I would also like to inspect the COA's "book with a detailed account, in chronological order, of the receipts and expenditures affecting the building and its administration and specifying the maintenance and repair expenses of the common elements and any other expenses incurred."

The purpose of this request is to prepare for the upcoming annual meeting of the members, and to encourage participation in the association matters.

Please arrange for this inspection at the {Agent's address} for {date five days from when letter is sent} at either 11 am or another time on this date.

Sincerely

--------------------------

References:

Tennessee Statutes Sections:
§ 66-27-113
§ 48-66-101
§ 48-66-102


Master Deed:
b) Books and Records. The Association shall maintain current copies of this Master Deed, the Charter, the Bylaws, and all rules and regulations concerning the Condominium, as well as its own books, records, and financial statements, all of which shall be available for inspection by Unit Owners or by holders, insurers, and guarantors of first mortgages that are secured by one or more Units. Each of these documents shall be available for inspection during normal business hours at the address of the Association for its manager.


By Laws:
Assessments:
h)The Board of Directors shall cause to be kept detailed and accurate records in chronological order of its receipts and expenditures affecting the Common Elements, specifying and itemizing the Common Expenses incurred. Payment vouchers may be approved in such manner as the Board of Directors may determine.


Management Contract:
"Agent shall maintain on behalf of the Association all office records, books and accounts and other Association records in a manner satisfactory to the Board, which records shall be subject to examination by the Board at any time.
Subject to the terms of the Tennessee Nonprofit Code and the By-Laws, members shall be entitled to inspect at any time during normal business hours other books and records except for communications designated as protected by the attorney-client privilege."

MelissaP1
(Alabama)

Posts:10534


08/19/2021 3:45 PM  
It should be pointed out that many HOA's really do not have a "member list". As outlandish as that sounds, it's not always the case. Our HOA at any given time never had a full or accurate list of it's membership. The Secretaries job was to keep up with the list. The reality is that the checks paying dues went to the Accounting office. The checks did not always reflect the owner or who lived in the home.

Parents may pay the dues for their kid who lives in the home. There are LLC's whom 1 person may write the check on part of the other members of the LLC. We collected dues every 30 days. Home sales/turnover could happen every 2 weeks. It may be month to establish the "new" owner.

Just pointing out the "realities" of why some HOA's may not have the most accurate records as you think they should.

There are 2 things assured in life. Death and Taxes. If you really want to know whom owns the property, get the lot # anc check tax records. Better yet, walk the neighborhood/condo area write down the addresses. It's free and public information. A house doesn't move unless it's on wheels. That means the address on the house/mailbox ain't changing. You don't need to know the name. Just "Dear Resident" etc... Oh and make sure you put a stamp on anything you put in a mailbox. It's illegal not too.

Former HOA President
JohnC46
(South Carolina)

Posts:11539


08/20/2021 10:41 AM  
In SC counties one can go to the tax records with an address and find the name and address of who pays the taxes which is considered the owner.
MaxB4


Posts:1394


08/20/2021 10:44 AM  
Posted By MelissaP1 on 08/19/2021 3:45 PM
It should be pointed out that many HOA's really do not have a "member list". As outlandish as that sounds, it's not always the case. Our HOA at any given time never had a full or accurate list of it's membership. The Secretaries job was to keep up with the list. The reality is that the checks paying dues went to the Accounting office. The checks did not always reflect the owner or who lived in the home.

Parents may pay the dues for their kid who lives in the home. There are LLC's whom 1 person may write the check on part of the other members of the LLC. We collected dues every 30 days. Home sales/turnover could happen every 2 weeks. It may be month to establish the "new" owner.

Just pointing out the "realities" of why some HOA's may not have the most accurate records as you think they should.

There are 2 things assured in life. Death and Taxes. If you really want to know whom owns the property, get the lot # anc check tax records. Better yet, walk the neighborhood/condo area write down the addresses. It's free and public information. A house doesn't move unless it's on wheels. That means the address on the house/mailbox ain't changing. You don't need to know the name. Just "Dear Resident" etc... Oh and make sure you put a stamp on anything you put in a mailbox. It's illegal not too.



How did you or the bookkeeper bill the owners for the assessments?
MelissaP1
(Alabama)

Posts:10534


08/20/2021 12:35 PM  
We never sent out a bill. Just know you had to pay it. There was a drop off box at the mailbox. So no reason not to know there was a HOA.

Former HOA President
JanineR
(Tennessee)

Posts:192


08/30/2021 10:05 AM  
There have been a few updates.

Request for Records
We have finally been given notice of our annual meeting for September. I have decided not to request access to review these insurance invoices (again) since the annual meeting coming up.
I may have better luck with the next board being more transparent, or even be on the board myself, which will give me access to these documents.
So I am holding off on this for a few more weeks, otherwise I expect the same results as before.

I did win a victory. The PM is recognizing that our quorum is 30% not 51%. Last year 3 people volunteered for 2 openings. But none were voted in because they were using the wrong quorum threshold. This year 8 people volunteered for 4 openings, which is wonderful, and the lower quorum is being recognized. So the odds are getting better of a new board.

Request for membership list
I’m still going to ask for the members list, so that I can reach out to owners in preparation for this annual meeting, including my nomination.
Our community is a little different in that over the last 5 years the community is now 93%ish short term rentals 'remote owners' (Airbnb, etc). I am one of the rare few that lives here.
I have a list of all the physical addresses of this complex via the master deed, but that is not the mailing address for the members. The association is required to keep a list of mailing addresses including the number of weighted votes. Since the notice for the annual meeting has just been sent out, they really should have this handy.

I referenced before Tennessee Code 48-66-101, that reads "in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote."

Since then, I found through a case law doc, another Tennessee Code 48-57-201
And this is interesting... because it is triggered after notice of a meeting is sent.


Here’s my updated draft, I know this is not a legal forum, but please point out obvious edits if you see them needed.

Thank you in advance



-------------------------------------------------------
Dear [HOA registered agent's name],


I am a member of the above mentioned COA, a Tennessee non profit corporation.

{Agent} is the registered agent.

I would like to inspect the members' list that, pursuant to Tennessee Code 48-66-101, is "in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote."

The purpose of this request is to prepare for the upcoming annual meeting of the members, and to encourage participation in the association matters.

In addition, pursuant to Tennessee Code 48-57-201, this is required to be made available within 2 business days.

Please arrange for this inspection at the {Agent's address} for {date} at either 11 am or another time on this date.

Sincerely

--------------------------

References:

Tennessee Statutes Sections:
§ 48-66-101
§ 48-66-102
§ 48-57-201
MaxB4


Posts:1394


08/30/2021 10:27 AM  
I'm sorry if this sounds harsh, but why are you waiting until now to get a mailing list?

If most are offsite, how are you going to get quorum? How do people vote? If proxies are used, you can go door-to-door, but if the majority are offsite?

What is your history of people actually getting elected, or are most appointed when one resigns or moves?

Why do you want to inspect the mailing list? I would want a copy. The MC could put you in the conference room with a monitor and let you inspect the list.

JanineR
(Tennessee)

Posts:192


08/30/2021 11:20 AM  
Max, I'm used to harsh. It's okay.

*why wait until now
There really hasn't been any waiting, its been ongoing.
Another neighbor did a petition for a special meeting, and received far more signatures than were needed to meet the threshold, but the board ignored it.
She obtained these signatures, including mine, through social media. However many owners are not on social media.
So this annual meeting is a big reset and a huge chance for owners.


*How are you going to get quorum:
It was a virtual 'Zoom' call last year and this year.
Last year we had quorum, but the the inspector who is our PM incorrectly called it as no quorum. She didn't know that it should be 30%, and she didn't know that you don't count attendance by person, but by the weighted vote of that person. For example, I am one person and own one unit, but another person can own six, so their one person attendance counts as six.
This year they are recognizing that our quorum is actually 30%. Since 2009! Which we definitely met last year too.
I have been called a few unsavory names by the PM for sticking up for this. But the quorum recognition is a victory.
Proxies are being used.
If I go door-to-door I will only meet airbn's who are on bachelor/bachelorette parties and have no voting rights.
That is why it is so important to get the mailing addresses of people who can vote, instead of the physical addresses.

*History of people getting elected
Not one of our directors were voted in by members.
Its the buddy system.
That's why I am pushing hard to break this habit.



With so many owners being 'remote' they don't see the deterioration of our property. We really need a board that will be honest of what is going on to the remote owners even if it is not pretty. Put safety first. Follow state statutes and governing documents.

For example, our balconies are falling off. Owners don't know about that. Owners just check their guest review star rating. At this rate they will only know when someone gets hurt. Airbnb'r aren't going to report to the property manager cracks appearing in our ceilings following a tornado, and so on.


That is why I am being so particular in the way I word this simple request for a members list.
Although it will likely get ignored. But giving it a shot.
Myself and others who have volunteered will likely have to go one by one through the property tax public records to find the mailing address of all 145 owners, despite state statutes affording us this list.

MaxB4


Posts:1394


08/30/2021 11:29 AM  
Good luck!
JanineR
(Tennessee)

Posts:192


08/30/2021 11:34 AM  
We need it!
JanineR
(Tennessee)

Posts:192


08/30/2021 12:05 PM  
I already got shut down.
The answer from the PM is that member's list are for Board only.




Despite this:

(b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of §§ 48-66-102(c) and 48-66-105, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
AugustinD


Posts:1695


08/30/2021 12:05 PM  
JanineR,

Great work regarding quorum and finding Tn Code 48-57-201. I just read the latter quickly. One comment as follows:
Posted By JanineR on 08/30/2021 10:05 AM
In addition, pursuant to Tennessee Code 48-57-201, the [Members List] is required to be made available within 2 business days.
Here's what I have for Tn Code 48-57-201:

"The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of §§ 48-66-102(c) and 48-66-105, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.

I think the sentence in your letter should be:

"In addition, pursuant to Tennessee Code 48-57-201, the [Members List] is required to be made available beginning two (2) business days after notice is given of the annual meeting."

Your having the members' list is vital to your being able to campaign. I believe the statutes about members being able to see the members list, and have a copy of same, are all about people being able to run effective campaigns, with the same resources as the incumbent board. If the HOA ignores this request, I think it is a big deal.
JanineR
(Tennessee)

Posts:192


08/30/2021 12:46 PM  
I just received this response:

"According to the HOA attorney, {Association} is a condo and subject to the records disclosure requirements of the Condo Act of 2008, not the 2016 nonprofit handbook. Attached is a summary of the 2008 Condo Act documentation disclosure requirements. A list of the mailing addresses of all unit owners is not included as a mandatory records disclosure item."


I believe he is saying that any non-profit corporation statutes don't count?


(As a reminder, the HOA attorney works for the Board president's law firm)
AugustinD


Posts:1695


08/30/2021 12:56 PM  
Posted By JanineR on 08/30/2021 12:46 PM
I just received this response:

"According to the HOA attorney, {Association} is a condo and subject to the records disclosure requirements of the Condo Act of 2008, not the 2016 nonprofit handbook. Attached is a summary of the 2008 Condo Act documentation disclosure requirements. A list of the mailing addresses of all unit owners is not included as a mandatory records disclosure item."


I believe he is saying that any non-profit corporation statutes don't count?
So it appears. And whoever claims that your condo is not subject to the nonprofit corporation statutes is wrong.

For starters, I would go to your Condo's Declaration and your Condo's Articles of Incorporation. If you do not have a copy of your condo's Articles of Incorporation, contact the Tennessee Secretary of State for a copy.

"Articles of Incorporation": Duh, this means the COA is subject to the nonprofit corporation act (along with the condo act).

Identify any wording in the Declaration and Articles of Incorp. that indicate the COA is subject to the nonprofit corp act.

Any conflicts between the two with regard to records are to be resolved in favor of an owner and maximizing records that you can view.

It is outrageous that this COA is refusing to share the members' list.

I am sitting here helping someone locally with a serious fair housing act violation. In my dreams: The sort of juvenile behavior your COA is pulling, draining everyone's resources and wasting COA time and labor, deserves all the punishment you can heap on it.

Please get back to this forum with what you find in the Declaration and Articles of Incorp.

Don't hesitate to ask any clerk you get at the Tn Secretary of State's office if your condo is subject to the nonprofit corp. act, and fling back any affirmative answer to the jacka-- who responded as you indicated.
AugustinD


Posts:1695


08/30/2021 1:05 PM  
JanineR, you might remind the moron who responded to you that the "other records" that Tn Condo Act Section 66-27-417 speaks of damn well includes the members' list with addresses. Or does this moron think the members list is not an association record? If he thinks this, then how is the Condominium communicating with members?


Tn Code 66-27-417 Association Records [a section of the Tn Condo Act]:

The association shall keep financial records sufficiently detailed to enable the association to comply with §§ 66-27-502 and 66-27-503. All financial and other records shall be made reasonably available for examination by any unit owner, the holder of any mortgage or deed of trust encumbering a unit, and their respective authorized agents.

I assure you the "and other records" comes up often in the case law (on corporation denying records) and it darn well means a list of the members and their addresses.
MaxB4


Posts:1394


08/30/2021 1:11 PM  
I'm afraid if the Association's attorney has spoken on this issue, then you're SOL on the iist. That's unfortunate, but it is how some of these HOA's work.
AugustinD


Posts:1695


08/30/2021 1:15 PM  
Posted By MaxB4 on 08/30/2021 1:11 PM
I'm afraid if the Association's attorney has spoken on this issue, then you're SOL on the iist. That's unfortunate, but it is how some of these HOA's work.
Bullsh-t
JohnC46
(South Carolina)

Posts:11539


08/30/2021 1:15 PM  
Posted By AugustinD on 08/30/2021 1:05 PM
JanineR, you might remind the moron who responded to you that the "other records" that Tn Condo Act Section 66-27-417 speaks of damn well includes the members' list with addresses. Or does this moron think the members list is not an association record? If he thinks this, then how is the Condominium communicating with members?


Tn Code 66-27-417 Association Records [a section of the Tn Condo Act]:

The association shall keep financial records sufficiently detailed to enable the association to comply with §§ 66-27-502 and 66-27-503. All financial and other records shall be made reasonably available for examination by any unit owner, the holder of any mortgage or deed of trust encumbering a unit, and their respective authorized agents.

I assure you the "and other records" comes up often in the case law (on corporation denying records) and it darn well means a list of the members and their addresses.



The argument might be on "made available". Sure you can come an look at anything, but we are not going to cull nor copy, nor send it to you. Come here, look, feel free to be able to make copies with any device you bring. I would say that suffices.
AugustinD


Posts:1695


08/30/2021 1:17 PM  
Posted By JohnC46 on 08/30/2021 1:15 PM
<
The argument might be on "made available". Sure you can come an look at anything, but we are not going to cull nor copy, nor send it to you. Come here, look, feel free to be able to make copies with any device you bring. I would say that suffices.
JanineR's letters have asked to inspect, not that copies be provided.

I agree she can copy these with her cell phone camera or scanner.
MaxB4


Posts:1394


08/30/2021 1:20 PM  
Posted By AugustinD on 08/30/2021 1:15 PM
Posted By MaxB4 on 08/30/2021 1:11 PM
I'm afraid if the Association's attorney has spoken on this issue, then you're SOL on the iist. That's unfortunate, but it is how some of these HOA's work.
Bullsh-t



Ok smartass, you have less than 30 days before the meeting, what is she going to do?
JohnC46
(South Carolina)

Posts:11539


08/30/2021 1:26 PM  
Janine

In SC one can got to County Tax Rolls, plug in an address, and get the name and mailing address of the owner (here the tx bill is sent). Time consuming, but can be done.
AugustinD


Posts:1695


08/30/2021 1:30 PM  
Posted By MaxB4 on 08/30/2021 1:20 PM
Ok [brainiac], you have less than 30 days before the meeting, what is she going to do?
Doh. What do you think?

First, review Tn Statutes for the punishment she can inflict, for failure to provide COA/corp records to which she is lawfully entitled., without an attorney.

Second, demand letter light, referencing any such punishment but otherwise, threatening suit and invalidation of the annual meeting's election.

Third, get on record at the meeting that she was not given members' addresses as required by three statute sections, one of which is focused on providing members' lists specifically in preparation for annual meetings, and that she moves to adjourn the meeting to a later date.

Fourth, attend free legal clinic in Tennessee to file a pro se lawsuit to obtain the records.

Fifth, if Tn statutes indicate that attorney fees are there to be had, shop around the situation and see if an attorney will take this on contingency.


One demand letter. Then file in the appropriate Tn court. F--ck 'em.


AugustinD


Posts:1695


08/30/2021 1:39 PM  
Tn Nonprofit Corporation Act, Punishment Section for Denying Records:

48-66-104. Court-ordered inspection. —
(a) If a corporation does not allow a member who complies with § 48-66-102(a) to
inspect and copy any records required by that subsection to be available for
inspection, a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
may summarily order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and
copy any other record, the member who complies with § 48-66-102(b) and (c) may
apply to a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
for an order to permit inspection and copying of the records demanded. The court
shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also
order the corporation to pay the member's costs (including reasonable counsel fees)
incurred to obtain the order unless the corporation proves that it refused inspection in
good faith because it had a reasonable basis for doubt about the right of the member
to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may
impose reasonable restrictions on the use or distribution of the records by the
demanding member. [Acts 1987, ch. 242, § 16.04.]
MaxB4


Posts:1394


08/30/2021 1:46 PM  
Janine or Augustin

Can you cite specifically, which TN codes addresses Membership Lists by name?

Remember, these attroneys went to law school for three years and then were under the wing of a senior attorney at a law form for two years, so that has to count for something.

Here is a link I found for the TN Non-Profit Guidelines Handbook. On page 10 it says the Boards can have access to the membership list that non-profits are to maintain. I'm not sure what the Association must provide to owners, as apparently the attorney didn't feel membership list are other records.

As a manager, if an owner provided a reasonable request for a membership list, that list, which would include mailing addresses and email addresses of all owners would had not opt-ed out, that list would be provided in 10 minutes, in a format they desired.
BarbaraT1
(Texas)

Posts:571


08/30/2021 1:46 PM  
Posted By JohnC46 on 08/30/2021 1:26 PM
Janine

In SC one can got to County Tax Rolls, plug in an address, and get the name and mailing address of the owner (here the tx bill is sent). Time consuming, but can be done.




This is what I would recommend.

Janine, your request should have been honored, nobody here disagrees with that. Your board, manager and association attorney are all wrong and you are right.

But you do not have time to win the moral victory here. Be pragmatic. You want the addresses so you can contact owners and vote these people out. Get the tax records. Heck, tell people that you had to get their info from tax records because the board denied your request!

Sometimes you just have to be pragmatic. You are beating your head against a wall here and the choices are to keep banging or get rid of the wall.
MaxB4


Posts:1394


08/30/2021 1:49 PM  
Janine

Does TN require secret ballots to be mailed out for owners to vote? If so, and if you had your list, how would you go about getting one's vote. Is there a proxy you would use, did the association provide one to each of the owners?
AugustinD


Posts:1695


08/30/2021 1:50 PM  
Posted By MaxB4 on 08/30/2021 1:46 PM
Can you cite specifically, which TN codes addresses Membership Lists by name?
Asked and answered.
AugustinD


Posts:1695


08/30/2021 1:52 PM  
Posted By BarbaraT1 on 08/30/2021 1:46 PM

But you do not have time to win the moral victory here.
Not only can she win the moral victory, she can win the actual victory. See above bolded section of the Tn Nonprofit Corporate statute that says she can get an 'expedited' hearing.
MaxB4


Posts:1394


08/30/2021 1:54 PM  
Janine

Ask for Augustin's online PayPal account so you can get the filings rolling.
AugustinD


Posts:1695


08/30/2021 1:56 PM  
MaxB4, quit hijacking.


I am a volunteer, unpaid for any suggestions I provide here.
MaxB4


Posts:1394


08/30/2021 2:07 PM  
Janine

Here is TN Non-Profit Code

Universal Citation: TN Code § 48-66-105 (2016)
Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) Used for any commercial purpose; or

(3) Given or sold to or purchased by any person.

So, without the consent of the Board, they have stopped you. This is Tennessee law, not is not what happens in others states.

In California, we have the following rules. I know it's hard to believe being we're a communist state.

Right to Review. Corporations are required to keep a record of its members, with their names and addresses. (Corp. Code §8320(a).) Members have the right to inspect and copy the association's membership list (Civ. Code §5200 and §5205). A membership list is defined to include a member's name, property address, mailing address and email address, but not including information for members who have opted out pursuant to Civil Code §5220. (Civ. Code §5200(a)(9).)

Copy Costs. Associations can bill the requesting member for the direct and actual cost of copying the membership list. Associations must first inform the member of the costs before copying the requested documents. (Civ. Code §5205(f).)

Deadline for Producing. The right to inspect is at reasonable times, upon five business days' written demand. (Civ. Code §5210(b).)

Purpose for Request. The member requesting the list shall state the purpose for the request, which purpose shall be reasonably related to the requester's interest as a member. If the board reasonably believes that the information in the list will be used for another purpose, it may deny the member access to the list. If the request is denied, in any subsequent action brought by the member the association will have the burden to prove that the member would have used the information for purposes unrelated to his interest as a member. (Civ. Code §5225.)
AugustinD


Posts:1695


08/30/2021 2:18 PM  
JanineR, write the board a letter like the following. Send it certified mail, return receipt requested.

====Start Draft Letter==
Dear Board of Directors and Condominium Manager,

The Condominium Association is a non-profit corporation subject to the Tennessee Condominium Act and the Tennessee Nonprofit Corporation Act. Pursuant to these statutes, I have properly requested a time to inspect certain association records. I need these records in particular to help me run a campaign to serve on the board. The election is on _____. You are denying me these records, to which I am entitled under state law.

The Tennessee Nonprofit Corporation Act at section 48-66-104 gives me certain rights to pursue a hearing in court on an "expedited basis" to enforce my rights to inspect and copy these records. Below I quote section 48-66-104.

I request that you consult the COA attorney about this. Please let me know within 24 hours whether you intend to continue to deny me a reasonable time to inspect and copy the records I have requested.

Sincerely,

Janine
address
phone
email



48-66-104. Court-ordered inspection. —
(a) If a corporation does not allow a member who complies with § 48-66-102(a) to
inspect and copy any records required by that subsection to be available for
inspection, a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
may summarily order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and
copy any other record, the member who complies with § 48-66-102(b) and (c) may
apply to a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
for an order to permit inspection and copying of the records demanded. The court
shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also
order the corporation to pay the member's costs (including reasonable counsel fees)
incurred to obtain the order unless the corporation proves that it refused inspection in
good faith because it had a reasonable basis for doubt about the right of the member
to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may
impose reasonable restrictions on the use or distribution of the records by the
demanding member.
MaxB4


Posts:1394


08/30/2021 2:41 PM  
Janine

You need to read all of the sections on this link, https://law.justia.com/codes/tennessee/2016/title-48/nonprofit-corporations/chapter-66/part-1/

I will only deal with Membership Lists

Section 101 says these are the records the Corporation is required to keep, not provide.
Section 102 says (3) Subject to § 48-66-105, the membership list.
Section 105 says Without the consent of the board, a membership list or any part thereof may not be obtained or used.

These are the laws of your state. Other states may be more transparent, but Tennessee, in the matter for which you need help, is not.

AugustinD


Posts:1695


08/30/2021 2:50 PM  
JanineR, I have reviewed the statutes carefully. Check my citations. Ask me questions about anything I have posted that you doubt.

JanineR
(Tennessee)

Posts:192


08/30/2021 2:52 PM  
Posted By MaxB4 on 08/30/2021 2:07 PM
Janine

Here is TN Non-Profit Code

Universal Citation: TN Code § 48-66-105 (2016)
Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) Used for any commercial purpose; or

(3) Given or sold to or purchased by any person.

So, without the consent of the Board, they have stopped you. This is Tennessee law, not is not what happens in others states.

In California, we have the following rules. I know it's hard to believe being we're a communist state.

Right to Review. Corporations are required to keep a record of its members, with their names and addresses. (Corp. Code §8320(a).) Members have the right to inspect and copy the association's membership list (Civ. Code §5200 and §5205). A membership list is defined to include a member's name, property address, mailing address and email address, but not including information for members who have opted out pursuant to Civil Code §5220. (Civ. Code §5200(a)(9).)

Copy Costs. Associations can bill the requesting member for the direct and actual cost of copying the membership list. Associations must first inform the member of the costs before copying the requested documents. (Civ. Code §5205(f).)

Deadline for Producing. The right to inspect is at reasonable times, upon five business days' written demand. (Civ. Code §5210(b).)

Purpose for Request. The member requesting the list shall state the purpose for the request, which purpose shall be reasonably related to the requester's interest as a member. If the board reasonably believes that the information in the list will be used for another purpose, it may deny the member access to the list. If the request is denied, in any subsequent action brought by the member the association will have the burden to prove that the member would have used the information for purposes unrelated to his interest as a member. (Civ. Code §5225.)





I believe that the Tennessee statute is saying that owners can't ask for the members list and use it for purposes not related to the corporation.
Like sending out pizza pamphlets, spam calling, or other advertising.
Members have to state a specific purpose related to the corporation of why they are requesting the list. That seems to mimic the California statues too.

Engaging with owners in preparation for an annual meeting seems to meet the request parameters. Or engaging with members as a candidate for a board director also falls into those parameters.

Then there is the other statute that says basically after a notice of a meeting is sent, we can know who is allowed to vote. Not necessarily how members vote, but who can. For example, members that are not current on their dues would not be eligible to vote.
JanineR
(Tennessee)

Posts:192


08/30/2021 3:03 PM  
Posted By AugustinD on 08/30/2021 2:18 PM
JanineR, write the board a letter like the following. Send it certified mail, return receipt requested.

====Start Draft Letter==
Dear Board of Directors and Condominium Manager,

The Condominium Association is a non-profit corporation subject to the Tennessee Condominium Act and the Tennessee Nonprofit Corporation Act. Pursuant to these statutes, I have properly requested a time to inspect certain association records. I need these records in particular to help me run a campaign to serve on the board. The election is on _____. You are denying me these records, to which I am entitled under state law.

The Tennessee Nonprofit Corporation Act at section 48-66-104 gives me certain rights to pursue a hearing in court on an "expedited basis" to enforce my rights to inspect and copy these records. Below I quote section 48-66-104.

I request that you consult the COA attorney about this. Please let me know within 24 hours whether you intend to continue to deny me a reasonable time to inspect and copy the records I have requested.

Sincerely,

Janine
address
phone
email



48-66-104. Court-ordered inspection. —
(a) If a corporation does not allow a member who complies with § 48-66-102(a) to
inspect and copy any records required by that subsection to be available for
inspection, a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
may summarily order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and
copy any other record, the member who complies with § 48-66-102(b) and (c) may
apply to a court of record having equity jurisdiction in the county where the
corporation's principal office (or, if none in this state, its registered office) is located
for an order to permit inspection and copying of the records demanded. The court
shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also
order the corporation to pay the member's costs (including reasonable counsel fees)
incurred to obtain the order unless the corporation proves that it refused inspection in
good faith because it had a reasonable basis for doubt about the right of the member
to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may
impose reasonable restrictions on the use or distribution of the records by the
demanding member.





Thank you. This really helps.
MaxB4


Posts:1394


08/30/2021 3:07 PM  
Janine

The first thing your 46-55-105 says, without the cosent for the Board. If they deny you for whatever reason, all bets are off. What Calfornia says, the Board cannot deny, UNLESS.

California and Tennessee have two different politcial flavors. Ours happens to say, a little for you, a little for me.

Move out to California, into a community I manage and the list is yours in a heartbeat. What they are doing is completely unfair, but that is Tennessee law unfortunately.
JanineR
(Tennessee)

Posts:192


08/30/2021 3:09 PM  
Posted By BarbaraT1 on 08/30/2021 1:46 PM
Posted By JohnC46 on 08/30/2021 1:26 PM
Janine

In SC one can got to County Tax Rolls, plug in an address, and get the name and mailing address of the owner (here the tx bill is sent). Time consuming, but can be done.




This is what I would recommend.

Janine, your request should have been honored, nobody here disagrees with that. Your board, manager and association attorney are all wrong and you are right.

But you do not have time to win the moral victory here. Be pragmatic. You want the addresses so you can contact owners and vote these people out. Get the tax records. Heck, tell people that you had to get their info from tax records because the board denied your request!

Sometimes you just have to be pragmatic. You are beating your head against a wall here and the choices are to keep banging or get rid of the wall.





Yes, It looks we will have to go down both routes. The legal route is for the association to abide by state statutes, but with time ticking before the meeting, we will also need to look each members' name and address one by one on tax property records.
AugustinD


Posts:1695


08/30/2021 3:09 PM  
Posted By JanineR on 08/30/2021 2:52 PM

I believe that the Tennessee statute is saying that owners can't ask for the members list and use it for purposes not related to the corporation.
Like sending out pizza pamphlets, spam calling, or other advertising.
Members have to state a specific purpose related to the corporation of why they are requesting the list. That seems to mimic the California statues too.

Engaging with owners in preparation for an annual meeting seems to meet the request parameters. Or engaging with members as a candidate for a board director also falls into those parameters.
110% correct.

These statute sections exist precisely so shareholder/members have the tools to campaign and, if they win, replace boards.

These statute sections are common nationwide and are typically based on something called the "uniform nonprofit corporation act." This is not an actual statute; rather committees of carefully selected, seasoned attorneys put together a sort of 'best practices for a state's nonprofit corporation statute.' Many states end up adopting the statute as their own, possibly with some minor tweaking.
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