Vermont § 3-108 - Meetings

§ 3-108. Meetings

• (a) The following requirements apply to unit owner meetings: (1) An association shall hold a meeting of unit owners annually at a time, date, and place
  stated in or fixed in accordance with the bylaws. (2) An association shall hold a special meeting of unit owners to address any matter affecting
  the common interest community or the association if its president, a majority of the
  executive board, or unit owners having at least 20 percent, or any lower percentage
  specified in the bylaws, of the votes in the association request that the secretary
  call the meeting. If the association does not notify unit owners of a special meeting
  within 30 days after the requisite number or percentage of unit owners request the
  secretary to do so, the requesting members may directly notify all the unit owners
  of the meeting. Only matters described in the meeting notice required by subdivision
  (3) of this subsection may be considered at a special meeting. (3) An association shall notify unit owners of the time, date, and place of each annual
  and special unit owners meeting not less than 10 days or more than 60 days before
  the meeting date. Notice may be by any means described in section 3-121 of this title. The notice of any meeting must state the time, date, and place of the meeting and
  the items on the agenda, including: (A) a statement of the general nature of any proposed amendment to the declaration or
  bylaws; (B) any budget changes; and (C) any proposal to remove an officer or member of the executive board. (4) The minimum time to give notice required by subdivision (3) of this subsection may
  be reduced or waived for a meeting called to deal with an emergency. (5) Unit owners shall be given a reasonable opportunity at any meeting to comment regarding
  any matter affecting the common interest community or the association. (6) The declaration or bylaws may allow for meetings of unit owners to be conducted by
  telephonic, video, or other conferencing process, if the alternative process is consistent
  with subdivision (b)(7) of this section. (b) The following requirements apply to meetings of the executive board and committees
  of the association authorized to act for the association: (1) Meetings shall be open to the unit owners except during executive sessions. The executive
  board and those committees may hold an executive session only during a regular or
  special meeting of the board or a committee. No final vote or action may be taken
  during an executive session. An executive session may be held only to: (A) consult with the association’s attorney concerning legal matters; (B) discuss existing or potential litigation or mediation, arbitration, or administrative
  proceedings; (C) discuss labor or personnel matters; (D) discuss contracts, leases, and other commercial transactions to purchase or provide
  goods or services currently being negotiated, including the review of bids or proposals,
  if premature general knowledge of those matters would place the association at a disadvantage;
  or (E) prevent public knowledge of the matter to be discussed if the executive board or committee
  determines that public knowledge would violate the privacy of any person. (2) For purposes of this section, a gathering of board members at which the board members
  do not conduct association business is not a meeting of the executive board. The executive
  board and its members may not use incidental or social gatherings of board members
  or any other method to evade the open meeting requirements of this section. (3) During the period of declarant control, the executive board shall meet at least four
  times a year. At least one of those meetings must be held at the common interest community
  or at a place convenient to the community. After termination of the period of declarant
  control, all executive board meetings shall be at the common interest community or
  at a place convenient to the community unless the unit owners amend the bylaws to
  vary the location of those meetings. (4) At each executive board meeting, the executive board shall provide a reasonable opportunity
  for unit owners to comment regarding any matter affecting the common interest community
  and the association. (5) Unless the meeting is included in a schedule given to the unit owners or the meeting
  is called to deal with an emergency, the secretary or other officer specified in the
  bylaws shall give notice of each executive board meeting to each board member and
  to the unit owners. The notice shall be given at least 10 days before the meeting
  and shall state the time, date, place, and agenda of the meeting. (6) If any materials are distributed to the executive board before the meeting, the executive
  board at the same time shall make copies of those materials reasonably available to
  unit owners, except: (A) the board need not make available copies of unapproved minutes or materials that are
  to be considered in executive session; and (B) the board of an association composed exclusively of time-share unit owners shall be
  required to make reasonably available to the unit owners only those materials concerning
  matters on which action will be taken at the meeting. (7) Unless the declaration or bylaws otherwise provide, the executive board may meet by
  telephonic, video, or other conferencing process if: (A) the meeting notice states the conferencing process to be used and provides information
  explaining how unit owners may participate in the conference directly or by meeting
  at a central location or conference connection; and (B) the process provides all unit owners the opportunity to hear or perceive the discussion
  and to comment as provided in subdivision (4) of this subsection. (8) After termination of the period of declarant control, unit owners may amend the bylaws
  to vary the procedures for meetings described in subdivision (7) of this subsection. (9) Instead of meeting, the executive board may act by unanimous consent as documented
  in a record authenticated by all its members. The secretary promptly shall give notice
  to all unit owners of any action taken by unanimous consent. After termination of
  the period of declarant control, the executive board may act by unanimous consent
  only to undertake ministerial actions or to implement actions previously taken at
  a meeting of the executive board. (10) Even if an action by the executive board is not in compliance with this section, it
  is valid unless set aside by a court. A challenge to the validity of an action of
  the executive board for failure to comply with this section may not be brought more
  than 60 days after the minutes of the executive board of the meeting at which the
  action was taken are approved or the record of that action is distributed to unit
  owners, whichever is later. (Added 1997, No. 104 (Adj. Sess.), § 3, eff. Jan. 1, 1999; amended 2009, No. 155 (Adj. Sess.), § 29, eff. Jan. 1, 2012; 2013, No. 102 (Adj. Sess.), § 2.)