16-6a-1601. Corporate records

(1) A nonprofit corporation shall keep as permanent records:
      (a) minutes of all meetings of its members and board of directors;
      (b) a record of all actions taken by the members or board of directors without a meeting;
      (c) a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the nonprofit corporation; and
      (d) a record of all waivers of notices of meetings of members and of the board of directors or any committee of the board of directors.

(2) A nonprofit corporation shall maintain appropriate accounting records.

(3) A nonprofit corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members:
      (a) in alphabetical order, by class; and
      (b) showing the number of votes each member is entitled to vote.

(4) A nonprofit corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable timefn1.

(5) A nonprofit corporation shall keep a copy of each of the following records at its principal office:
      (a) its articles of incorporation;
      (b) its bylaws;
      (c) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
      (d) the minutes of all members' meetings for a period of three years;
      (e) records of all action taken by members without a meeting, for a period of three years;
      (f) all written communications to members generally as members for a period of three years;
      (g) a list of the names and business or home addresses of its current directors and officers;
      (h) a copy of its most recent annual report delivered to the division under Section 16-6a-1607; and
      (i) all financial statements prepared for periods ending during the last three years that a member could have requested under Section 16-6a-1606

Enacted by Chapter 300, 2000 General Session


FN 1.  This provision appears to allow a record to be kept orally, as long as it can be converted into written form within a reasonable time.  For instance, if an association has an oral agreement with its landscaper, as long as the agreement can be reduced to writing within a reasonable time, the association has fulfilled its duty to maintain its records in written form.

However, this is unwise for more than one reason, not the least of which is the fact that a member is entitled to see, copy or recieve copies of the association's records five business days after making a proper request under the statute.  So, it is arguable an association must be able to reduce any oral contract to writing within that time (although this is not necessarily clear in the statute).

See also:  Condos: 57-8-17. Records - Availability for examination; Community Associations: 57-8a-227. Records -- Availability for examination

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Questions and Answers   

# Are ballots considered "records" - keep how long?kaayo 2020-07-02 13:09
After a vote to amend the CC&Rs, how long must an HOA keep and make available those ballots?
Curtis G. Kimble, esq.
# RE: Are ballots considered "records" - keep how long?Curtis G. Kimble, esq. 2020-07-06 09:19
Yes, ballots are records. They are not the official record of the results of a vote, however, and the law does not require that they be kept for any period of time. On the other hand, an association is required to keep minutes, which are a record of the actions the members take with a meeting, and a record of the actions the members take without a meeting. Such minutes or record of the action without a meeting should contain (1) a teller’s report or tally of the votes or consents received for the proposed action, signed by the secretary or other person designated to count the votes, (2) a statement of the number of members eligible to vote and the number needed for the action to pass, and (3) a declaration by the president of the result. Altogether those items constitute the record of the vote at a meeting or action taken without a meeting.

As to keeping of ballots, Robert's Rules of Order points out, "after completion of an election or balloting, if there is no possibility that the assembly may order a recount (which requires a majority vote unless a special rule permits a lesser number to do so), the ballots can be ordered to be destroyed or to be filed for a certain length of time with the secretary (such as one month) before being destroyed." Robert's Rules of Order, 10th ed., pg. 404. Note that Robert’s Rules of Order is not law and is only required to be followed if an association’s bylaws require it.

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