First, it is important to treat the members of this forum with respect if you wish to have your questions addressed.
The question asked you by Zigner was not a random question. The question is the same one that you will now be required to answer if you want access to your corporation records. For that reason, you might want to start thinking about a good answer.
Governor Rick Synder made changes in the Michigan Nonprofit Corporation Act in January, 2015. Among these changes are ones that include what a shareholder or member must do in order to obtain information from the corporation.
Where once under the Michigan Nonprofit Corporation Act, the corporation was required on written demand to provide a requester with corporation records and shareholder/member lists within 10 days of the demand, now the requester must describe the nature and purpose of the request and specify the records to be inspected. Your purpose for inspecting the records must be a "proper" one, with proper purpose being defined as one that is "reasonably related to a person's interest as a shareholder or member."
Also now, a corporation may restrict access to corporation information on privacy grounds. The restrictions will be based on a corporation's "good faith" determination that providing the information could "impair the rights of privacy or the free association of the shareholders or members ..."
This is the new law.
With that said, you could still potentially compel production of the documents you want by obtaining a court order requiring their release.
Please accept my apologies for offending anyone as that certainly was not my intentions. I bought my property a little over a year ago and so I'm only now just finding out how this "HOA" thing works. I feel that I have done my homework and was just hoping for an answer. Being an engineer**************.. "just the facts ma'am"... lol
Also, please excuse the lengthy reply below. It seems that you have a good understanding of this law and I'm hopeful, that with your help, I may be able to resolve this and accomplish my goal of making the organization more responsive to the needs of it's members and myself.
I have read the law and saw the section that requires a written request, a legitimate reason for my request and sets a time limit for access. I believe my reasons for gaining access are valid.
As I wrote earlier and without getting into the details, there are things that the Board of Directors are doing that are not consistent with the best interests of the organization and I simple want to make the other members aware of this and get their opinion about what we should do. Additionally, since these homes are primarily vacation properties, there typically are only 6 or 7 of the homeowners at the annual meeting and of those, the majority are members of the Board of Directors (we have had the same president and treasurer for about 10 years).
I have made a written request to the Board referencing the law but my request continues to be refused. Thus the effort I'm now making to better understand my vs the other member's rights. I absolutely do not want to "invade anyone's privacy", most of all my neighbors.
Here's what I have found so far:
450.2487 Mailing balance sheet and statements to shareholder or member upon request; inspection during regular business hours; written demand; "proper purpose" defined; order compelling inspection; burden of proof; powers of court; inspection by director; costs; holder of voting trust certificate as shareholder or member; right to inspect prohibited or limited; definitions.
(3) If a corporation does not permit an inspection required under subsection (2) within 5 business days after a demand is received under subsection (2), or imposes unreasonable conditions on the inspection, the shareholder or member may apply to the circuit court for the county in which the principal place of business or registered office of the corporation is located for an order to compel the inspection.
(8) A corporation that limits inspection of lists of its shareholders or members under subsection (7) shall provide a reasonable way for shareholders or members to communicate with all other shareholders or members concerning the election of directors and other affairs of the corporation. A corporation described in this subsection may require a shareholder or member that wishes to communicate with other shareholders or members under this subsection to pay the reasonable costs to cover the cost of labor and materials and third-party charges incurred by the corporation in doing so.
So this is the basis for thinking I have the right to this information.
Based on************** "shall provide a reasonable way for shareholders or members to communicate with all other shareholders or members concerning the election of directors and other affairs of the corporation" do I in fact have to provide a "proper purpose"? OR, can the "proper purpose" simply be that I wish to "communicate with all other......"?
If I must (provide a "proper purpose") then it appears that there are 2 issues: first, the validity of my request and secondly, who determines if my request is valid. I'm assuming that would be the circuit court.
Do you have any information regarding the process to "apply to the circuit court"?
At this point, the Board member I am dealing with, obviously doesn't think my request is valid, so I must either convince her or ask the circuit court to determine the validity or as has been suggested, get the information from the public records which in fact, I have begun.
The information you have provided regarding the changes made by Governor Synder and your additional comments has been extremely helpful and with that in mind I will go back and research the law further.
Once again, my apologizes for offending anyone and thank you for your patience and understanding regarding this issue.
mike
