2006 Code of Virginia § 55-370.01 - Time-share owners\' association books and records; meetings.

55-370.01. Time-share owners' association books and records; meetings.

A. Subject to the provisions of subsection B, all books and records, orcopies thereof, kept by or on behalf of the association shall be maintainedso that such books and records, or portions thereof, are reasonably availablefor inspection after written request by a member in good standing or hisauthorized agent. The association may charge such member or his agent areasonable fee for copying the requested information. No books or recordsshall be removed from their location by the examining member or his agent.The right of inspection shall exist without reference to the duration ofmembership and may be exercised only during reasonable business hours and ata mutually convenient time and location, under the supervision of thecustodian, and upon 15 days' written notice.

For purposes of this subsection, the requested books and records shall beconsidered "reasonably available" if copies thereof are delivered to therequesting member or his agent within seven business days of the date theassociation receives the written request. However, the requesting member orhis agent shall be permitted to inspect the books and records whereverlocated at any reasonable time, under reasonable conditions, and under thesupervision of the custodian of the records. The custodian shall supplycopies of the records where requested and upon payment of the copying fee.

The association shall provide members of the association with the location ofthe books and records, along with the name and address of the custodian, byany reasonable method, which may include posting in a reasonable location atthe situs of the time-share project or in the annual report required by 55-370.1.

B. Books and records kept by or on behalf of an association may be withheldfrom inspection to the extent that they concern:

1. Personnel records;

2. An individual's medical records;

3. Records relating to business transactions that are currently innegotiation;

4. Privileged communications with legal counsel;

5. Complaints against an individual member of the association;

6. Agreements containing confidentiality requirements;

7. Pending litigation;

8. The name, address, phone number, electronic mail address, or otherpersonal information of time-share owners or members of the association,unless such owner or member first approves of the disclosure in writing;

9. Disclosure of information in violation of law; or

10. Meeting minutes or other records of an executive session of the board ofdirectors held in accordance with subsection D.

The association shall be under no obligation to provide requested records tothe extent that they are matters of public record or are otherwise readilyobtainable from another source.

C. The association shall maintain among its records a complete, up-to-datelist of the names and addresses of all current members in good standing whoare owners of time-share estates in the time-share project. The associationshall not publish such list or provide a copy of it to any time-share owneror to any third party except the board of directors or the developer.However, the association shall mail to those persons listed on the listmaterials provided by any member in good standing, upon written request ofthat member, if the purpose of the mailing is to advance legitimateassociation business. The use of any proxies solicited in this manner mustcomply with the provisions of the time-share instrument and this chapter. Amailing requested for the purpose of advancing legitimate associationbusiness shall occur within 45 days after receipt of a request from a memberin good standing. The board of directors of the association shall beresponsible for determining the appropriateness of any mailing requestedpursuant to this subsection whose decision in this regard shall be final. Theassociation shall be paid in advance for the association's actual costs inperforming the mailing, including but not limited to postage, supplies,reasonable labor, and attorney fees.

D. Meetings of the board of directors shall be open to all members of recordwho are eligible to vote and who are in good standing. Minutes shall berecorded and shall be available as provided in subsection A. The board ofdirectors may convene in closed session to consider personnel matters;consult with legal counsel; discuss and consider contracts, potential orpending litigation, and matters involving violations of the time-shareinstrument or rules and regulations adopted pursuant thereto for which amember, his family members, tenants, guests, or other invitees areresponsible; or discuss and consider the personal liability of members to theassociation upon the affirmative vote in open meeting to assemble in closedsession. The motion shall state specifically the purpose for the closedsession. Reference to the motion and the stated purpose for the closedsession shall be included in the minutes. The board of directors shallrestrict the consideration of matters during the closed portions of meetingsonly to those purposes specifically exempted and stated in the motion. Nocontract, motion, or other action adopted, passed, or agreed to in closedsession shall become effective unless the board of directors, following theclosed session, reconvenes in open meeting and takes a vote on such contract,motion, or other action, which shall have its substance reasonably identifiedin the open meeting. The requirements of this section shall not require thedisclosure of information in violation of law.

E. Notwithstanding any provisions of the Virginia Nonstock Corporation Act (13.1-801 et seq.) to the contrary:

1. The bylaws of the association may prescribe different quorum requirementsfor meetings of its members;

2. A director of the association may be removed from the office pursuant toany procedure provided in its articles of incorporation and, if none isprovided, may be removed at a meeting called expressly for that purpose, withor without cause, by such vote as would suffice for his election.

(2006, c. 653.)