Michigan HOA Meetings & Governance Guide

Key Points

• Michigan does not have a single comprehensive HOA statute like some states
• HOA governance is primarily controlled by the declaration, bylaws, and articles of incorporation
• Most Michigan HOAs are nonprofit corporations governed by the Michigan Nonprofit Corporation Act
• Meeting procedures and voting rules are highly document-driven, with limited statutory defaults

Official Statutes & References

• Michigan Nonprofit Corporation Act (Act 162 of 1982)
• Michigan Condominium Act (for condo associations)
• Michigan Court of Appeals HOA Decisions (Overview)
• Robert’s Rules of Order (Overview)

Process Timeline

1. Identify Governing Authority (Day -30): Determine whether the association is a homeowners association or condominium association and identify the controlling declaration, bylaws, and articles of incorporation.
2. Determine Meeting Type (Day -30 to Day -14): Identify whether the meeting is a board meeting, annual member meeting, special member meeting, or committee meeting.
3. Review Governing Documents (Day -30): Confirm notice requirements, quorum thresholds, proxy rules, voting rights, and whether electronic meetings are permitted.
4. Send Meeting Notice (Day -14 to Day 0): Deliver notice in the form and timing required by the bylaws or articles, as Michigan statutes generally defer to governing documents.
5. Establish Quorum (Day 0): Confirm quorum at the start of the meeting based on attendance and proxies as defined in the governing documents.
6. Conduct Meeting & Record Actions (Day 0 to Day +30): Follow the agenda, manage motions and votes, and record official actions in meeting minutes.

Requirements

Member Meeting Notice Requirements

• Notice timing and delivery methods are controlled by the bylaws and articles of incorporation
• If silent, the Michigan Nonprofit Corporation Act generally requires advance written notice
• Special meetings must state the purpose of the meeting

Board Meeting Requirements

• Board meeting procedures are governed almost entirely by the bylaws
• Open meeting requirements may be imposed by the governing documents but are not automatic under state law
• Executive sessions are permitted if authorized by the bylaws

Quorum Rules

• Member quorum is defined by the declaration or bylaws
• Board quorum is typically a majority of directors unless otherwise stated
• Proxies are permitted if allowed by the governing documents

Voting & Governance

• Voting rights are controlled by the declaration (often one vote per lot)
• Directors owe fiduciary duties under the Michigan Nonprofit Corporation Act
• Actions taken outside proper authority may be challenged under Michigan case law

Frequently Asked Questions

Are HOA board meetings required to be open to members in Michigan?

Not by default. Open meeting requirements depend on the governing documents. Some HOAs require open meetings by bylaw, while others do not.

Can Michigan HOAs hold virtual or electronic meetings?

Yes, if permitted by the bylaws or articles of incorporation and consistent with the Michigan Nonprofit Corporation Act.

What law governs HOA elections in Michigan?

Elections are governed primarily by the bylaws and declaration, with supplemental authority from the Michigan Nonprofit Corporation Act.

What happens if quorum is not met at a member meeting?

The meeting may be adjourned or rescheduled as provided in the governing documents. Reduced quorum rules are only available if authorized by those documents.

Do Robert’s Rules of Order apply to Michigan HOAs?

No. Robert’s Rules apply only if adopted by the association’s governing documents or board policy.