27A V.S.A. § 3-108

(a) The following requirements apply to unit owner meetings: (1) An association shall hold a meeting of unit owners annually at a time, date, and place stated in or fixed in accordance with the bylaws. (2) An association shall hold a special meeting of unit owners to address any matter affecting the common interest community or the association if its president, a majority of the executive board, or unit owners having at least 20 percent, or any lower percentage specified in the bylaws, of the votes in the association request that the secretary call the meeting. If the association does not notify unit owners of a special meeting within 30 days after the requisite number or percentage of unit owners request the secretary to do so, the requesting members may directly notify all the unit owners of the meeting. Only matters described in the meeting notice required by subdivision (3) of this subsection may be considered at a special meeting. (3) An association shall notify unit owners of the time, date, and place of each annual and special unit owners meeting not less than 10 days or more than 60 days before the meeting date. Notice may be by any means described in section 3-121 of this title. The notice of any meeting must state the time, date, and place of the meeting and the items on the agenda, including: (A) a statement of the general nature of any proposed amendment to the declaration or bylaws; (B) any budget changes; and (C) any proposal to remove an officer or member of the executive board. (4) The minimum time to give notice required by subdivision (3) of this subsection may be reduced or waived for a meeting called to deal with an emergency. (5) Unit owners shall be given a reasonable opportunity at any meeting to comment regarding any matter affecting the common interest community or the association. (6) The declaration or bylaws may allow for meetings of unit owners to be conducted by telephonic, video, or other conferencing process, if the alternative process is consistent with subdivision (b)(7) of this section. (b) The following requirements apply to meetings of the executive board and committees of the association authorized to act for the association: (1) Meetings shall be open to the unit owners except during executive sessions. The executive board and those committees may hold an executive session only during a regular or special meeting of the board or a committee. No final vote or action may be taken during an executive session. An executive session may be held only to: (A) consult with the association’s attorney concerning legal matters; (B) discuss existing or potential litigation or 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; or (E) prevent public knowledge of the matter to be discussed if the executive board or committee determines that public knowledge would violate the privacy of any person. (2) For purposes of this section, a gathering of board members at which the board members do not conduct association business is not a meeting of the executive board. The executive board and its members may not use incidental or social gatherings of board members or any other method to evade the open meeting requirements of this section. (3) During the period of declarant control, the executive board shall meet at least four times a year. At least one of those meetings must be held at the common interest community or at a place convenient to the community. After termination of the period of declarant control, all executive board meetings shall be at the common interest community or at a place convenient to the community unless the unit owners amend the bylaws to vary the location of those meetings. (4) At each executive board meeting, the executive board shall provide a reasonable opportunity for unit owners to comment regarding any matter affecting the common interest community and the association. (5) Unless the meeting is included in a schedule given to the unit owners or the meeting is called to deal with an emergency, the secretary or other officer specified in the bylaws shall give notice of each executive board meeting to each board member and to the unit owners. The notice shall be given at least 10 days before the meeting and shall state the time, date, place, and agenda of the meeting. (6) If any materials are distributed to the executive board before the meeting, the executive board at the same time shall make copies of those materials reasonably available to unit owners, except: (A) the board need not make available copies of unapproved minutes or materials that are to be considered in executive session; and (B) the board of an association composed exclusively of time-share unit owners shall be required to make reasonably available to the unit owners only those materials concerning matters on which action will be taken at the meeting. (7) Unless the declaration or bylaws otherwise provide, the executive board may meet by telephonic, video, or other conferencing process if: (A) the meeting notice states the conferencing process to be used and provides information explaining how unit owners may participate in the conference directly or by meeting at a central location or conference connection; and (B) the process provides all unit owners the opportunity to hear or perceive the discussion and to comment as provided in subdivision (4) of this subsection. (8) After termination of the period of declarant control, unit owners may amend the bylaws to vary the procedures for meetings described in subdivision (7) of this subsection. (9) Instead of meeting, the executive board may act by unanimous consent as documented in a record authenticated by all its members. The secretary promptly shall give notice to all unit owners of any action taken by unanimous consent. After termination of the period of declarant control, the executive board may act by unanimous consent only to undertake ministerial actions or to implement actions previously taken at a meeting of the executive board. (10) Even if an action by the executive board is not in compliance with this section, it is valid unless set aside by a court. A challenge to the validity of an action of the executive board for failure to comply with this section may not be brought more than 60 days after the minutes of the executive board of the meeting at which the action was taken are approved or the record of that action is distributed to unit owners, whichever is later. (Added 1997, No. 104 (Adj. Sess.), § 3, eff. Jan. 1, 1999; amended 2009, No. 155 (Adj. Sess.), § 29, eff. Jan. 1, 2012; 2013, No. 102 (Adj. Sess.), § 2.)