Tennessee Open Meetings Act: What HOA Boards Need to Know
Understanding how Tennessee's Open Meetings Act applies to community associations and what boards should know about meeting transparency.
Questions about meeting openness come up frequently for community association boards. "Do we have to let homeowners attend board meetings?" "Can we discuss sensitive matters privately?" "What are our legal obligations?"
The short answer for Tennessee HOAs: the state's Open Meetings Act doesn't apply to you, but that doesn't mean transparency isn't important. Understanding what the law does and doesn't require helps boards make informed decisions about their meeting practices.
The Tennessee Open Meetings Act Explained
Tennessee's Open Meetings Act (also called the Sunshine Law) requires certain governmental bodies to conduct business in meetings open to the public.
What the law covers:
- State government agencies and boards
- County and city governments
- School boards and districts
- Other governmental entities funded by public money
What the law doesn't cover:
- Private corporations, including HOAs incorporated as nonprofits
- Homeowners associations
- Condominium associations
- Other private community organizations
Community associations, even though they may feel governmental to residents, are private corporations. They're not subject to the Open Meetings Act's requirements.
What Actually Governs HOA Meeting Practices
Just because the Open Meetings Act doesn't apply doesn't mean there are no rules. Your meeting practices are governed by other sources.
Your governing documents:
- Your Bylaws likely specify meeting notice requirements
- Some documents require or permit owner attendance at board meetings
- Annual meeting requirements are usually spelled out
- Voting procedures and quorum requirements are typically included
Tennessee Nonprofit Corporation Act:
- Establishes basic meeting requirements for nonprofit corporations
- Requires annual meetings of members (unless Bylaws provide otherwise)
- Allows board meetings by phone or video if all can hear each other
- Permits action without a meeting if all directors consent in writing
Common law and fiduciary duty:
- Board members have duties to act transparently in members' interest
- Secret decision-making that harms the association could create liability
- Members generally have rights to access association records
Check your specific documents. Many associations have open meeting provisions even though state law doesn't require them.
Best Practices for Meeting Transparency
Even without legal requirements, transparency generally serves associations well. Here's what we recommend:
Regular board meetings:
- Post meeting schedules so owners know when meetings occur
- Allow owner attendance at the discretion of the board
- Provide a homeowner forum segment for comments and questions
- Publish meeting minutes (or summaries) after board approval
Annual membership meetings:
- These should definitely be open to all members
- Follow notice requirements in your Bylaws carefully
- Report on association finances and major activities
- Conduct elections per your document requirements
Communication practices:
- Summarize board decisions in regular updates to owners
- Make governing documents accessible (posted online is best)
- Respond to reasonable owner inquiries
- Be proactive about communicating significant decisions
One Middle Tennessee community we work with found that allowing owners to observe board meetings reduced complaints significantly. "When people see how the sausage is made, they understand why decisions take time."
When Private Discussion Is Appropriate
Even boards that generally meet openly should conduct some business in private. Certain matters require confidentiality.
Appropriate topics for executive (closed) session:
- Legal matters: Pending or threatened litigation, attorney advice
- Personnel: Employee performance, compensation, discipline
- Collections: Discussion of specific delinquent accounts
- Contracts: Negotiation strategy for major agreements
- Violations: Hearings on specific owner violations
How to handle executive sessions:
- Note in open meeting that board is entering executive session
- State the general purpose (e.g., "legal matters")
- Take no formal votes during executive session
- Return to open session for any required votes
- Minutes should note that executive session occurred without details
Executive sessions protect the association and individuals discussed. They're appropriate and expected for certain topics.
Managing Owner Attendance at Meetings
If you allow owners to attend board meetings, set clear expectations.
Guidelines to establish:
- Owners may observe but not participate in board discussion unless recognized
- A designated time (homeowner forum) is provided for owner comments
- Time limits apply to individual speakers (3-5 minutes is common)
- The board chair may limit comments to agenda topics
- Disruptive behavior may result in being asked to leave
Handling difficult situations:
- Personal attacks or profanity warrant ending the comment
- Off-topic complaints can be redirected to written submission
- Complex issues may require separate meetings rather than forum time
- The board doesn't have to respond immediately to every question
Clear, published guidelines reduce conflict. Post them on your website and reference them at meeting start.
Key Takeaways
- 1Tennessee's Open Meetings Act does not apply to HOAs or condo associations
- 2Your Bylaws and Tennessee Nonprofit Corporation Act govern meeting practices
- 3Transparency is generally good practice even without legal requirement
- 4Executive sessions are appropriate for legal, personnel, and sensitive matters
- 5Establish clear guidelines if allowing owner attendance at board meetings
- 6Annual meetings of members should always be open to all owners
Frequently Asked Questions
- Are HOA board meetings required to be open to homeowners in Tennessee?
- Tennessee law does not require HOA board meetings to be open. However, your Bylaws may require or permit owner attendance. Annual membership meetings should be open to all owners. Even without a requirement, many boards allow owners to observe regular meetings as good practice.
- Can our HOA board meet in private?
- Yes, Tennessee HOAs can hold private board meetings unless your governing documents require otherwise. However, certain sensitive topics (legal matters, personnel, collections) are appropriate for private executive session even in associations that normally meet openly.
- Do we have to give notice of HOA board meetings?
- Your Bylaws specify notice requirements for board meetings. Many require notice only to board members, not to owners. Annual membership meetings typically require 10-30 days notice to all members. Follow your specific document requirements.
- Can homeowners record HOA board meetings?
- Tennessee is a one-party consent state, meaning a participant can generally record without others' consent. However, the board can establish meeting rules including policies about recording. Check your Bylaws and consult legal counsel about appropriate policies.
- What happens if our board violates meeting requirements?
- Actions taken in meetings that don't comply with your Bylaws may be voidable. Owners could challenge the validity of decisions. Repeated violations could create liability issues. Follow your documented procedures carefully.
Disclaimer
This content is provided for general informational purposes only and does not constitute legal advice. Meeting requirements vary based on your specific governing documents. Consult with a licensed Tennessee attorney for legal questions about your association's obligations.