Section 9:1141.26 - [Effective 1/1/2025] MeetingsA. The following requirements apply to association meetings:(1) The association shall hold an annual meeting in accordance with the bylaws. In the absence of a provision in the bylaws, an annual meeting shall be held upon the giving of not more than sixty days' nor less than thirty days' notice in accordance with R.S. 9:1141.38.(2) The association shall hold a special meeting to address any matter affecting the planned community or the association if its president, a majority of the board of directors, or lot owners having at least twenty percent, or any lower percentage specified in the bylaws, of the voting interest in the association demand that the secretary call a meeting. The secretary shall call the meeting within thirty days after receiving notice of the lot owners' demand. Only matters described in the meeting notice required by Paragraph (3) of this Subsection shall be considered at a special meeting.(3) The association shall notify lot owners of the time, date, and place of each annual and special meeting not more than sixty days nor fewer than thirty days before the meeting date. Notice may be given by any means provided in R.S. 9:1141.38. The notice shall state the items on the agenda, including the following: (a) The general nature and text of any proposed amendment to the community documents.(c) Any proposal to remove a director or an officer elected by the association.(4) The minimum amount of time in which notice shall be given in accordance with Paragraph (3) of this Subsection may be reduced or waived by the board of directors for a meeting called to address an emergency.(5) At the meeting, lot owners shall be given a reasonable opportunity to comment regarding any matter affecting the planned community or the association.(6) The community documents may allow for meetings of the association to be conducted by electronic means if the meeting notice states the electronic means to be used.(7) Meetings of the association shall take place at the planned community or at a place convenient to it.(8) Except as otherwise provided in the community documents, all meetings of the association shall be conducted in accordance with the most recent edition of Robert's Rules of Order.B. The following requirements apply to meetings of the board of directors and committees of the association authorized to act for the association:(1) Meetings shall be open to the lot owners except during executive sessions. The board of directors and committees may hold an executive session only during a regular or special meeting of the board or committee. No final vote or action shall be taken during an executive session. An executive session shall be held only to do the following: (a) Consult with an attorney concerning legal matters.(b) Discuss existing or potential litigation, 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.(e) Prevent public knowledge of a matter if the board of directors or committee determines that public knowledge would violate the privacy of any person.(2) For purposes of this Section, a gathering of the board of directors at which the directors do not conduct association business is not a meeting of the board. The board of directors shall not use incidental or social gatherings or any other method to evade the open meeting requirements of this Section.(3) During the period of declarant control, the board of directors shall meet at least two times per year. At least one of those meetings shall be held at the planned community or at a place convenient to it.(4) The board of directors shall establish procedural rules to permit participation by a lot owner in the event that the lot owner is directly impacted by an agenda item or is requested to attend by the board of directors.(5) Unless the meeting is included in a schedule previously provided to the lot owners or the meeting is called to address an emergency, the secretary or other officer specified in the bylaws shall give notice of each board of directors meeting to each director and to the lot owners. The notice shall be given at least thirty days before the meeting and shall state the time, date, place, and agenda of the meeting.(6) If any materials are distributed to the board of directors before the meeting, copies of those materials shall be reasonably available to lot owners, including by posting on the association's website, except that the board need not make available copies of unapproved minutes or materials that are to be considered in executive session.(7) The board of directors may meet by electronic means if the meeting notice states the electronic means to be used.(8) Except as provided in Paragraph (3) of this Subsection, in lieu of meeting, the board of directors may act by unanimous consent as documented in a record signed by all directors. The secretary shall promptly give notice to all lot owners of any action taken by unanimous consent. After termination of the period of declarant control, the board of directors may act by unanimous consent only to undertake ministerial actions or to implement actions previously taken at a board meeting.(9) All actions taken by the board of directors that do not comply with this Section are nevertheless deemed valid unless and until set aside by a court. A challenge to the validity of an action of the board of directors for failure to comply with this Section shall not be brought more than sixty days after the minutes of the meeting at which the action was taken are approved or notice of that action is provided to lot owners, whichever is later.(10) Except as otherwise provided in the community documents, all meetings of the board of directors and the committees of the association shall be conducted in accordance with the most recent edition of Robert's Rules of Order. Added by Acts 2024, No. 158,s. 2, eff. 1/1/2025, except "For planned communities established by a declaration or similar document filed for registry on or before December 31, 2024, this Act shall become effective on January 1, 2026.".