Sharper Management


What constitutes a Board “meeting” and Board “business” can become a very slippery slope. So much so that in 1994 when the Minnesota state legislature passed the Minnesota Common Interest Ownership Act (“MCIOA” or 515B), they sought to define and solidify requirements for how associations should operate with regards to Board meetings. Note that MCIOA applies to ALL condominium associations, regardless of when incorporated – and planned communities (example “townhomes”) incorporated after June 1, 1994.

While it might feel natural to meet informally as a Board, even if decisions are not being made, under MCIOA this is recognized as a Board meeting and therefore the Board must comply with Notice and Open Meeting requirements.

Notice – “To the extent practicable, the board shall give reasonable notice to the unit owners of the date, time and place of a board meeting.” Unless Bylaws or Declarations state otherwise in more specify, this “notice” requirement is fairly vague. Mailing and/or emailing notice to all members, as required for an Annual or Special Meeting, is not implied. The announcement of the next meeting date and/or inclusion in the Minutes from the previous meeting is satisfactory “notice.” Posting on bulletin boards, email notifications, newsletters, etc are also example practices, but not necessary.

Open Meetings – “Meetings of the board of directors must be open to the unit owners.” It really doesn’t get any clearer. Boards need to take heed in their practices of meetings. Informal meetings, “work shops,” “executive sessions,” whatever they may be called – if there is a quorum of Board members and they are discussing association business, it is a meeting. If it’s a meeting, Notice and Open Meeting requirements apply, and minutes should be kept.

Closed Meetings – there are only three categories of business that qualify a Board for closing a meeting to owners. 1.) if the association has employees and there are personnel matters; 2.) pending or potential litigation or arbitration issues; and 3.) criminal activity arising within the community and privacy of a victim would jeopardize an investigation.

The entire section of meeting requirements can be found at https://www.revisor.mn.gov/statutes/?id=515B.3-103

And once again, these Board meeting requirements only apply to associations that fall under
MCIOA. Nevertheless, they are state statutes for good reason and would be good practice for all associations to follow.