North Dakota HOA Open Meeting Law: What Boards Can and Cannot Discuss in Private

North Dakota HOA Open Meeting Law: What Boards Can and Cannot Discuss in Private

North Dakota has no state statute that requires homeowner association boards to hold open meetings. Unlike the North Dakota Open Meetings Law codified in Chapter 44-04 of the North Dakota Century Code, which applies to public bodies and government agencies, that statute does not extend to private HOAs or condo associations. Your association's authority to conduct meetings in private or open to members flows entirely from your declaration, bylaws, and articles of incorporation.

Because no state law mandates open meetings for HOAs, your board can operate under whatever rules your governing documents establish. Many North Dakota associations adopt bylaws that permit the board to meet in closed session for any reason. Others mirror the public open meeting framework and allow executive sessions only for personnel matters, litigation strategy, and contract negotiations. The absence of a state mandate creates flexibility but also risk if your board does not document a clear meeting policy.

What Your Governing Documents Control

Your first step is to pull your declaration and bylaws and read the section on board meetings. Check whether your documents require notice to members before board meetings, whether they grant members the right to attend, and whether they define executive session topics. If your bylaws are silent on open meetings, you are not violating North Dakota law by meeting in private, but you may face member complaints and accusations of secrecy.

Most North Dakota associations that adopt open meeting policies use one of three models. The first model allows members to attend all board meetings except executive sessions for personnel, legal matters, and contract negotiations. The second model permits the board to meet in closed session at any time by majority vote. The third model requires open meetings but allows the board to exclude members from discussions of delinquent accounts, violations, and architectural review appeals. You can choose the model that fits your community, but you must document it in your bylaws.

A concrete example: the Prairie View Homeowners Association in Fargo adopted bylaws in 2018 that require 48 hour notice of board meetings and permit members to attend all meetings except executive sessions for litigation and personnel. In 2023, the board held a closed meeting to discuss a special assessment for road repair without declaring an executive session or providing notice. Three homeowners filed a demand letter citing the bylaws, and the board reversed its vote and held a second open meeting. The dispute cost the association legal fees and delayed the road project by four months.

Common Mistakes Boards Make

The most common mistake North Dakota boards make is assuming that the lack of a state open meeting law means they can operate without any meeting transparency. Even when state law does not require open meetings, your governing documents may impose that obligation. If your bylaws require notice and open attendance, you must follow those rules or risk a breach of contract claim.

Another frequent error is holding executive sessions for topics that do not qualify under your bylaws. If your documents limit executive sessions to personnel, litigation, and contracts, you cannot close a meeting to discuss budget disputes, parking rules, or landscaping plans. Members who are excluded from a meeting that should have been open can challenge the board's actions and seek to invalidate decisions made during that session.

A third mistake is failing to record the reason for an executive session in your meeting minutes. Even when your bylaws permit closed sessions, you should document that the board entered executive session, state the general topic without disclosing confidential details, and note the time the session began and ended. This record protects the board if a member later claims the executive session was improper.

North Dakota courts recognize the business judgment rule, which protects board decisions made in good faith and within the scope of the board's authority. However, the business judgment rule does not shield procedural violations. If your bylaws require open meetings and you meet in secret, a court may find that you violated your fiduciary duty to members even if the decision itself was reasonable.

What the North Dakota Attorney General's Office Does

The North Dakota Attorney General's office enforces the state Open Meetings Law for public bodies but does not have jurisdiction over private HOAs. If a member complains to the Attorney General about a closed HOA board meeting, the office will refer the complaint back to the member and suggest that the member consult an attorney or file a lawsuit. The Attorney General does handle consumer complaints about certain business practices, but HOA meeting transparency is not within that scope.

Because no state agency regulates HOA meeting procedures, your best protection is to follow your governing documents exactly as written and document every step. If your bylaws require 72 hour notice, send notice 72 hours in advance. If your bylaws require open meetings, hold open meetings. If your bylaws define executive session topics, close the meeting only for those topics.

How to Draft an Open Meeting Policy

If your current bylaws are silent on open meetings, you can adopt a board resolution or amend your bylaws to establish a meeting policy. A resolution requires a simple board vote, but it can be overturned by a future board. A bylaws amendment requires member approval, typically by two thirds or three fourths vote, but it provides permanent clarity.

A typical open meeting policy includes five elements. First, it defines what constitutes a meeting. Most policies state that a meeting occurs when a quorum of the board gathers to discuss association business, whether in person, by phone, or by video. Second, it requires notice to members at least 48 to 72 hours before any board meeting. Third, it grants members the right to attend and observe but not participate unless the board invites comment. Fourth, it lists the specific topics for which the board may enter executive session. Fifth, it requires the board to record the date, time, and general topic of any executive session in the minutes.

Your policy should also address email votes and emergency meetings. If your board conducts business by email without a meeting, members may argue that the email chain should be disclosed. If your board must meet on short notice to address an urgent issue like a burst pipe or a safety hazard, your policy should define emergency and state that the notice requirement does not apply.

Consult your attorney for your specific situation to draft or revise your open meeting policy. An attorney can review your governing documents, confirm whether your current practice matches your bylaws, and recommend language that balances transparency with the board's need to conduct confidential discussions.

How North Dakota Geography Affects Meeting Logistics

North Dakota's rural character and dispersed population create unique challenges for HOA meeting attendance. More than 40 percent of North Dakota residents live outside the Fargo and Bismarck metro areas, and many associations serve communities separated by significant distances. A board that requires in person attendance for open meetings may find that only a handful of members can attend, especially during winter months when road conditions are poor.

To address this reality, many North Dakota associations have adopted hybrid or virtual meeting policies. A hybrid policy allows members to attend in person or by video conference. A virtual policy permits the board to meet entirely online. If you adopt a virtual meeting policy, your bylaws should specify the platform you will use, how members can access the meeting, and how the board will verify attendance.

The COVID-19 pandemic accelerated the adoption of virtual meetings in North Dakota. Between March 2020 and December 2021, many associations held their first video conference board meetings and discovered that virtual attendance increased member participation. If your association has not yet adopted a virtual meeting option, consider amending your bylaws to permit it.

What You Should Do Now

Start by locating your declaration, bylaws, and articles of incorporation. Read the sections on board meetings, notice requirements, and executive sessions. If your documents require open meetings, confirm that your board is following those rules. If your documents are silent, decide whether you want to adopt an open meeting policy and what topics should remain confidential.

Next, review your meeting minutes for the past 12 months. Check whether you recorded the reason for any executive sessions and whether you provided the required notice to members. If you find gaps, correct them going forward and consider drafting a resolution that clarifies your meeting procedure.

Create a calendar that shows when your board will meet for the rest of the year. Send notice to members at least one week before each meeting. Include the date, time, location or video link, and a general agenda. Post the notice on your association website if you have one. After each meeting, draft minutes within 10 days and make them available to members who request them.

Manorway's AI assisted platform helps you track meeting deadlines, generate notices, and store minutes in a central location. You can set reminders for notice delivery, record whether a meeting was open or executive session, and maintain a complete audit trail of board actions. When your board uses a structured system to manage meeting transparency, you reduce the risk of procedural errors and build trust with members.