Board Duty Re Records
Adams Stirling PLC


QUESTION: We are a small HOA and self-managed. Directors kept most HOA records on their personal computers. No longer on the board, the former directors now refuse to make information including prior minutes available to the current board. What are the rules about passing records from one board to the next?

ANSWER: Most of the documents in question are probably corporate records and belong to the association, not the former directors. Minutes are clearly corporate records. Your former directors had a fiduciary duty preserve corporate records on behalf of the association and then pass them to the incoming board. It sounds like your ex-directors are in breach of their fiduciary duties. If they are worried about the records being altered or destroyed by the incoming board, they can make copies (at their own expense) and then turn over the originals to the new board.

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Adams Stirling PLC