EXPLANATION: CAPITALS INDICATE MAT TER ADDED TO EXISTIN G LAW.
[Brackets] indicate matter deleted from existing law.
*hb0331*
HOUSE BILL 331
N1 3lr1525
HB 1147/22 – ENT
By: Delegates Terrasa, Fair, and Hill
Introduced and read first time: January 25, 2023
Assigned to: Environment and Transportation
A BILL ENTITLED
AN ACT concerning 1
Real Property – Cooperative Housing Corporations, Condominiums, and 2
Homeowners Associations – Virtual Meetings 3
FOR the purpose of requiring a person conducting a meeting of a cooperative housing 4
corporation, condominium, or homeowners association by telephone conference, 5
video conference, or similar electronic means to provide a participant a reasonable 6
opportunity to participate in the meeting; requiring certain participants in a meeting 7
of a cooperative housing corporation, condominium, or homeowners association to 8
have equal access to any available chat function; specifying that a meeting of a 9
cooperative housing corporation, condominium, or homeowners association by 10
electronic transmission is a closed meeting and may be held only under certain 11
circumstances; and generally relating to cooperative housing corporations, 12
condominiums, and homeowners associations. 13
BY repealing and reenacting, without amendments, 14
Article – Corporations and Associations 15
Section 5–6B–19 16
Annotated Code of Maryland 17
(2014 Replacement Volume and 2022 Supplement) 18
BY repealing and reenacting, with amendments, 19
Article – Corporations and Associations 20
Section 5–6B–25.1 21
Annotated Code of Maryland 22
(2014 Replacement Volume and 2022 Supplement) 23
BY repealing and reenacting, without amendments, 24
Article – Real Property 25
Section 11–109.1 and 11B–111 26
Annotated Code of Maryland 27
(2015 Replacement Volume and 2022 Supplement) 28 2 HOUSE BILL 331
BY repealing and reenacting, with amendments, 1
Article – Real Property 2
Section 11–139.3 and 11B–113.6 3
Annotated Code of Maryland 4
(2015 Replacement Volume and 2022 Supplement) 5
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 6
That the Laws of Maryland read as follows: 7
Article – Corporations and Associations 8
5–6B–19. 9
(a) This section applies to any meeting of a cooperative housing corporation, the 10
governing body of a cooperative housing corporation, or a committee of a cooperative 11
housing corporation, notwithstanding anything contained in the documents of the 12
cooperative housing corporation. 13
(b) Subject to the provisions of subsection (e) of this section, all meetings of the 14
cooperative housing corporation shall be open to the members of the cooperative housing 15
corporation or their agents. 16
(c) All members shall be given reasonable notice of all regularly scheduled open 17
meetings of the cooperative housing corporation. 18
(d) (1) This subsection does not apply to a meeting of a governing body that 19
occurs at any time before the members, other than the developer, have a majority of votes 20
in the cooperative housing corporation. 21
(2) Subject to paragraph (3) of this subsection and to reasonable rules 22
adopted by a governing body, a governing body shall provide a designated period of time 23
during a meeting to allow members an opportunity to comment on any matter relating to 24
the cooperative housing corporation. 25
(3) During a meeting at which the agenda is limited to specific topics or at 26
a special meeting, the comments of members may be limited to the topics listed on the 27
meeting agenda. 28
(e) (1) A meeting of a cooperative housing corporation may be held in closed 29
session only for the purpose of: 30
(i) Discussing matters pertaining to employees and personnel; 31
(ii) Protecting the privacy or reputation of individuals in matters not 32
related to the business of the cooperative housing corporation; 33
HOUSE BILL 331 3
(iii) Consulting with legal counsel on legal matters; 1
(iv) Consulting with staff personnel, consultants, attorneys, board 2
members, or other persons in connection with pending or potential litigation or other legal 3
matters; 4
(v) Conducting investigative proceedings concerning possible or 5
actual criminal misconduct; 6
(vi) Considering the terms or conditions of a business transaction in 7
the negotiation stage if the disclosure could adversely affect the economic interests of the 8
cooperative housing corporation; 9
(vii) Complying with a specific constitutional, statutory, or judicially 10
imposed requirement protecting particular proceedings or matters from public disclosure; 11
or 12
(viii) Discussing individual owner assessment accounts. 13
(2) If a meeting is held in closed session under paragraph (1) of this 14
subsection: 15
(i) An action may not be taken and a matter may not be discussed if 16
it is not permitted by paragraph (1) of this subsection; and 17
(ii) The minutes of the next meeting of the cooperative housing 18
corporation shall include: 19
1. A statement of the time, place, and purpose of a closed 20
meeting; 21
2. A record of the vote of each board or committee member by 22
which the meeting was closed; and 23
3. A statement of the authority under this subsection for 24
closing the meeting. 25
5–6B–25.1. 26
(a) (1) Notwithstanding language contained in the governing documents of the 27
cooperative housing corporation, the board of directors may authorize any meetings of the 28
cooperative housing corporation, the board of directors, or a committee of the cooperative 29
housing corporation to be conducted or attended by telephone conference, video conference, 30
or similar electronic means. 31
(2) If a meeting is conducted by telephone conference, video conference, or 32
similar electronic means[, the]: 33 4 HOUSE BILL 331
(I) THE equipment or system used must permit any member, board 1
member, or committee member in attendance to hear and be heard by all other members 2
participating in the meeting IN ACCORDANCE WITH T HE GOVERNING DOCUMEN TS; 3
(II) THE PERSON CONDUCTING THE MEETING SHALL ALLOW 4
ALL PARTICIPANTS A R EASONABLE OPPORTUNIT Y TO: 5
1. BE HEARD BY ALL OTHER MEMBERS PARTICIPATIN G 6
IN THE MEETING ; AND 7
2. PARTICIPATE IN THE MEETING TO THE S AME EXTENT 8
AS IF THE MEETING WE RE CONDUCTED IN PERS ON; 9
(III) PROVIDED THAT AL L PARTICIPANTS ARE G RANTED THE 10
ABILITY TO UNMUTE TH EMSELVES, THE PERSON CONDUCTIN G THE MEETING OR 11
THE PERSON’S DESIGNEE MAY MUTE AL L PARTICIPANTS: 12
1. WHILE THE GOVERNING B ODY OR ITS DESIGNEE IS 13
CONDUCTING BUSINESS ; 14
2. DURING PRESENTATIONS ; AND 15
3. TO AVOID INTERFERENCE FROM BACKGROUND 16
NOISE; AND 17
(IV) IF A PARTICIPANT INTE RFERES IN THE ABILIT Y TO 18
CONDUCT THE MEETING , THE PERSON CONDUCTIN G THE MEETING OR THE 19
PERSON’S DESIGNEE MAY : 20
1. REVOKE THE ABILITY FO R THE PARTICIPANT TO 21
UNMUTE; AND 22
2. IF NECESSARY, REMOVE THE PARTICIPA NT FROM THE 23
MEETING AFTER WARNIN G THE PARTICIPANT . 24
(3) IF A MEETING IS CONDU CTED BY VIDEO CONFER ENCE OR SIMILAR 25
ELECTRONIC MEANS , ALL PARTICIPANTS SHALL HAVE THE SAME ACCESS TO ANY 26
CHAT FUNCTION . 27
(4) A link or instructions on how to access the meeting by telephone 28
conference, video conference, or similar electronic means shall be included in the notice of 29
the meeting. 30
HOUSE BILL 331 5
[(4)] (5) No specific authorization from members shall be required to hold 1
a meeting electronically. 2
(6) A MEETING OF THE BOARD OF DIRECTORS HELD BY ELECTRONIC 3
TRANSMISSION IS DEEMED TO BE A CLOSED MEETING AND MAY BE HELD ONLY IN 4
ACCORDANCE WITH § 5–6B–19 OF THIS SUBTITLE. 5
(b) Any member, board member, or committee member attending a meeting by 6
telephone conference, video conference, or similar electronic means shall be deemed present 7
for quorum and voting purposes. 8
(c) (1) (i) Any matter requiring a vote of the cooperative housing 9
corporation may be set by the board of directors for a vote at the meeting, and a ballot may 10
be delivered to members with notice of the meeting. 11
(ii) Only those members present during the telephone conference, 12
video conference, or similar electronic meeting shall be authorized to vote a ballot in 13
accordance with this subsection. 14
(iii) Members who are not present at the meeting may: 15
1. Vote by proxy in accordance with the requirements of the 16
governing documents and this title; and 17
2. Be considered present for quorum purposes through their 18
proxy. 19
(2) (i) The board of directors may set a reasonable deadline for return 20
of a ballot to the cooperative housing corporation, including return by electronic 21
transmission. 22
(ii) The deadline for return of the ballot shall be not later than 24 23
hours after the conclusion of the meeting. 24
(d) Notwithstanding language contained in the governing documents of the 25
cooperative housing corporation, nominations from the floor at the meeting are not required 26
if at least one candidate has been nominated to fill each open board position. 27
(e) The inability of a member to join a meeting due to technical difficulties with 28
the member’s telephone, computer, or other electronic device does not invalidate the 29
meeting or any action taken at the meeting. 30
Article – Real Property 31
11–109.1. 32
6 HOUSE BILL 331
(a) A meeting of the board of directors may be held in closed session only for the 1
following purposes: 2
(1) Discussion of matters pertaining to employees and personnel; 3
(2) Protection of the privacy or reputation of individuals in matters not 4
related to the council of unit owners’ business; 5
(3) Consultation with legal counsel on legal matters; 6
(4) Consultation with staff personnel, consultants, attorneys, board 7
members, or other persons in connection with pending or potential litigation or other legal 8
matters; 9
(5) Investigative proceedings concerning possible or actual criminal 10
misconduct; 11
(6) Consideration of the terms or conditions of a business transaction in the 12
negotiation stage if the disclosure could adversely affect the economic interests of the 13
council of unit owners; 14
(7) Complying with a specific constitutional, statutory, or judicially 15
imposed requirement protecting particular proceedings or matters from public disclosure; 16
or 17
(8) Discussion of individual owner assessment accounts. 18
(b) If a meeting is held in closed session under subsection (a) of this section: 19
(1) An action may not be taken and a matter may not be discussed if it is 20
not permitted by subsection (a) of this section; and 21
(2) A statement of the time, place, and purpose of any closed meeting, the 22
record of the vote of each board member by which any meeting was closed, and the authority 23
under this section for closing any meeting shall be included in the minutes of the next 24
meeting of the board of directors. 25
(c) Nothing in this section may be interpreted to authorize the board of directors 26
to withhold or agree to withhold from the unit owners the terms of any legal agreement to 27
which the council of unit owners is a party. 28
11–139.3. 29
(a) (1) Notwithstanding language contained in the governing documents of the 30
council of unit owners, the board of directors may authorize any meetings of the council of 31
unit owners, the board of directors, or a committee of the council of unit owners or the board 32 HOUSE BILL 331 7
of directors to be conducted or attended by telephone conference, video conference, or 1
similar electronic means. 2
(2) If a meeting is conducted by telephone conference, video conference, or 3
similar electronic means[, the]: 4
(I) THE equipment or system used must permit any unit owner, 5
board member, or committee member in attendance to hear and be heard by all others 6
participating in the meeting IN ACCORDANCE WITH T HE GOVERNING DOCUMEN TS; 7
(II) THE PERSON CONDUCTING THE MEETING SHALL AL LOW 8
ALL PARTICIPANTS A REA SONABLE OPPORTUNITY TO: 9
1. BE HEARD BY ALL OTHER S PARTICIPATING IN T HE 10
MEETING; AND 11
2. PARTICIPATE IN THE MEETING TO THE S AME EXTENT 12
AS IF THE MEETING WE RE CONDUCTED IN PERS ON; 13
(III) PROVIDED THAT ALL PAR TICIPANTS ARE GRANTED THE 14
ABILITY TO UNMUTE TH EMSELVES, THE PERSON CONDUCTIN G THE MEETING OR 15
THE PERSON’S DESIGNEE MAY MUTE ALL PARTICIPANTS : 16
1. WHILE THE GOVERNING B ODY OR ITS DESIGNEE IS 17
CONDUCTING BUSINESS ; 18
2. DURING PRESENTATIONS ; AND 19
3. TO AVOID INT ERFERENCE FROM BACKG ROUND 20
NOISE; AND 21
(IV) IF A PARTICIPANT INTE RFERES IN THE ABILIT Y TO 22
CONDUCT THE MEETING , THE PERSON CONDUCTIN G THE MEETING OR THE 23
PERSON’S DESIGNEE MAY : 24
1. REVOKE THE ABILITY FO R THE PARTICIPANT TO 25
UNMUTE; AND 26
2. IF NECESSARY, REMOVE THE PARTICIPA NT FROM THE 27
MEETING AFTER WARNIN G THE PARTICIPANT . 28
(3) IF A MEETING IS CONDU CTED BY VIDEO CONFER ENCE OR SIMILAR 29
ELECTRONIC MEANS , ALL PARTICIPANTS SHALL HAVE THE SAME ACCESS TO ANY 30
CHAT FUNCTION . 31
8 HOUSE BILL 331
(4) A link or instructions on how to access the meeting by telephone 1
conference, video conference, or similar electronic means shall be included in the notice of 2
the meeting. 3
[(4)] (5) No specific authorization from unit owners shall be required to 4
hold a meeting electronically. 5
(6) A MEETING OF THE BOARD OF DIRECTORS HELD BY ELECTRONIC 6
TRANSMISSION IS DEEMED TO BE A CLOSED MEETING AND MAY BE HELD ONLY IN 7
ACCORDANCE WITH § 11–109.1 OF THIS TITLE. 8
(b) Any unit owner, board member, or committee member attending a meeting by 9
telephone conference, video conference, or similar electronic means shall be deemed present 10
for quorum and voting purposes. 11
(c) (1) (i) Any matter requiring a vote of the council of unit owners may be 12
set by the board of directors for a vote at the meeting, and a ballot may be delivered to unit 13
owners with notice of the meeting. 14
(ii) Only those unit owners present during the telephone conference, 15
video conference, or similar electronic meeting shall be authorized to vote by ballot in 16
accordance with this subsection. 17
(iii) Unit owners who are not present at the meeting may: 18
1. Vote by proxy in accordance with the requirements of the 19
governing documents and this title; and 20
2. Be considered present for quorum purposes through their 21
proxy. 22
(2) (i) The board of directors may set a reasonable deadline for return 23
of a ballot to the council of unit owners, including return by electronic transmission. 24
(ii) The deadline for return of the ballot shall be not later than 24 25
hours after the conclusion of the meeting. 26
(d) Notwithstanding language contained in the governing documents of the 27
council of unit owners, nominations from the floor at the meeting are not required if at least 28
one candidate has been nominated to fill each open board position. 29
(e) The inability of a unit owner to join a meeting due to technical difficulties with 30
the unit owner’s telephone, computer, or other electronic device does not invalidate the 31
meeting or any action taken at the meeting. 32
11B–111. 33
HOUSE BILL 331 9
Except as provided in this title, and notwithstanding anything contained in any of 1
the documents of the homeowners association: 2
(1) Subject to the provisions of item (4) of this section, all meetings of the 3
homeowners association, including meetings of the board of directors or other governing 4
body of the homeowners association or a committee of the homeowners association, shall 5
be open to all members of the homeowners association or their agents; 6
(2) All members of the homeowners association shall be given reasonable 7
notice of all regularly scheduled open meetings of the homeowners association; 8
(3) (i) This item does not apply to any meeting of a governing body that 9
occurs at any time before the lot owners, other than the developer, have a majority of votes 10
in the homeowners association, as provided in the declaration; 11
(ii) Subject to item (iii) of this item and to reasonable rules adopted 12
by a governing body, a governing body shall provide a designated period of time during a 13
meeting to allow lot owners an opportunity to comment on any matter relating to the 14
homeowners association; 15
(iii) During a meeting at which the agenda is limited to specific topics 16
or at a special meeting, the lot owners’ comments may be limited to the topics listed on the 17
meeting agenda; and 18
(iv) The governing body shall convene at least one meeting each year 19
at which the agenda is open to any matter relating to the homeowners association; 20
(4) A meeting of the board of directors or other governing body of the 21
homeowners association or a committee of the homeowners association may be held in 22
closed session only for the following purposes: 23
(i) Discussion of matters pertaining to employees and personnel; 24
(ii) Protection of the privacy or reputation of individuals in matters 25
not related to the homeowners association’s business; 26
(iii) Consultation with legal counsel on legal matters; 27
(iv) Consultation with staff personnel, consultants, attorneys, board 28
members, or other persons in connection with pending or potential litigation or other legal 29
matters; 30
(v) Investigative proceedings concerning possible or actual criminal 31
misconduct; 32
10 HOUSE BILL 331
(vi) Consideration of the terms or conditions of a business 1
transaction in the negotiation stage if the disclosure could adversely affect the economic 2
interests of the homeowners association; 3
(vii) Compliance with a specific constitutional, statutory, or judicially 4
imposed requirement protecting particular proceedings or matters from public disclosure; 5
or 6
(viii) Discussion of individual owner assessment accounts; 7
(5) If a meeting is held in closed session under item (4) of this section: 8
(i) An action may not be taken and a matter may not be discussed if 9
it is not permitted by item (4) of this section; and 10
(ii) A statement of the time, place, and purpose of a closed meeting, 11
the record of the vote of each board or committee member by which the meeting was closed, 12
and the authority under this section for closing a meeting shall be included in the minutes 13
of the next meeting of the board of directors or the committee of the homeowners 14
association; and 15
(6) (i) If the number of lot owners present in person or by proxy at a 16
properly called meeting is insufficient to constitute a quorum, an additional meeting of the 17
lot owners may be called for the same purpose if: 18
1. The notice of the initial properly called meeting stated: 19
A. That the procedure authorized by this item (6) might be 20
invoked; and 21
B. The date, time, and place of the additional meeting; and 22
2. A majority of the lot owners present vote in person or by 23
proxy to call for the additional meeting; 24
(ii) An additional meeting called under item (i) of this item shall 25
occur not less than 15 days after the initial properly called meeting; 26
(iii) 1. Not less than 10 days before the additional meeting, a 27
separate and distinct notice of the date, time, place, and purpose of the additional meeting 28
called under item (i) of this item shall be: 29
A. Delivered, mailed, or sent by electronic transmission, if 30
the requirements of § 11B–113.1 of this title are met, to each lot owner at the address shown 31
on the roster maintained by the homeowners association; 32
HOUSE BILL 331 11
B. Advertised in a newspaper published in the county where 1
the homeowners association is located; or 2
C. If the homeowners association has a website, posted on the 3
homepage of the website; and 4
2. The notice shall contain the quorum and voting provisions 5
of item (iv) of this item; 6
(iv) 1. At the additional meeting, the lot owners present in 7
person or by proxy constitute a quorum; and 8
2. Unless the bylaws provide otherwise, a majority of the lot 9
owners present in person or by proxy: 10
A. May approve or authorize the proposed action at the 11
additional meeting; and 12
B. May take any other action that could have been taken at 13
the original meeting if a sufficient number of lot owners had been present; and 14
(v) This item (6) may not be construed to affect the percentage of 15
votes required to amend the declaration or bylaws or to take any other action required to 16
be taken by a specified percentage of votes. 17
11B–113.6. 18
(a) (1) Notwithstanding language contained in the governing documents of the 19
homeowners association, the governing body may authorize meetings of the homeowners 20
association, the governing body, or a committee of the homeowners association to be 21
conducted or attended by telephone conference, video conference, or similar electronic 22
means. 23
(2) If a meeting is conducted by telephone conference, video conference, or 24
similar electronic means[, the]: 25
(I) THE equipment or system used must permit any lot owner, board 26
member, or committee member in attendance to hear and be heard by all others 27
participating in the meeting IN ACCORDANCE WITH T HE GOVERNING DOCUMEN TS; 28
(II) THE PERSON CONDUCTING THE MEETING SHALL AL LOW 29
ALL PARTICIPANTS A R EASONABLE OPPORTUNIT Y TO: 30
1. BE HEARD BY ALL OTHER S PARTICIPATING IN T HE 31
MEETING; AND 32
12 HOUSE BILL 331
2. PARTICIPATE IN THE MEETING TO THE S AME EXTENT 1
AS IF THE MEETING WE RE CONDUCTED IN PERS ON; 2
(III) PROVIDED THAT ALL PAR TICIPANTS ARE GRANTE D THE 3
ABILITY TO UNMUTE TH EMSELVES, THE PERSON CONDUCTIN G THE MEETING OR 4
THE PERSON’S DESIGNEE MAY MUTE ALL PARTICIPANTS : 5
1. WHILE THE GOVERNING B ODY OR ITS DESIGNEE IS 6
CONDUCTING BUSINESS ; 7
2. DURING PRESENTATIONS ; AND 8
3. TO AVOID INTERFERENCE FROM BACKGROUND 9
NOISE; AND 10
(IV) IF A PARTICIPANT INTE RFERES IN THE ABILIT Y TO 11
CONDUCT THE MEETING , THE PERSON CONDUCTIN G THE MEETING OR THE 12
PERSON’S DESIGNEE MAY : 13
1. REVOKE THE ABILITY FO R THE PARTICIPANT TO 14
UNMUTE; AND 15
2. IF NECESSARY, REMOVE THE PARTICIPA NT FROM THE 16
MEETING AFTER WARNIN G THE PARTICIPANT . 17
(3) IF A MEETING IS CONDU CTED BY VIDEO CONFER ENCE OR SIMILAR 18
ELECTRONIC MEANS , ALL PARTICIPANTS SHALL HAVE THE SAME ACCESS TO ANY 19
CHAT FUNCTION . 20
(4) A link or instructions on how to access the meeting by telephone 21
conference, video conference, or similar electronic means shall be included in the notice of 22
the meeting. 23
[(4)] (5) No specific authorization from lot owners shall be required to 24
hold a meeting electronically. 25
(6) A MEETING OF THE BOARD OF DIRECTORS HELD BY ELECTRONIC 26
TRANSMISSION IS DEEMED TO BE A CLOSED MEETING AND MAY BE HELD ONLY IN 27
ACCORDANCE WITH § 11B–111 OF THIS TITLE. 28
(b) Any lot owner, board member, or committee member attending a meeting by 29
telephone conference, video conference, or similar electronic means shall be deemed present 30
for quorum and voting purposes. 31
HOUSE BILL 331 13
(c) (1) (i) Any matter requiring a vote of the homeowners association may 1
be set by the governing body for a vote at the meeting, and a ballot may be delivered to 2
members with notice of the meeting. 3
(ii) Only those lot owners present during the telephone conference, 4
video conference, or similar electronic meeting shall be authorized to vote a ballot in 5
accordance with this subsection. 6
(iii) Lot owners who are not present at the meeting may: 7
1. Vote by proxy in accordance with the requirements of the 8
governing documents and this title; and 9
2. Be considered present for quorum purposes through their 10
proxy. 11
(2) (i) The governing body may set a reasonable deadline for return of 12
a ballot to the homeowners association, including return by electronic transmission. 13
(ii) The deadline for return of the ballot shall be not later than 24 14
hours after the conclusion of the meeting. 15
(d) Notwithstanding language contained in the governing documents of the 16
homeowners association, nominations from the floor at the meeting are not required if at 17
least one candidate has been nominated to fill each open position in the governing body. 18
(e) The inability of a lot owner to join a meeting due to technical difficulties with 19
the lot owner’s telephone, computer, or other electronic device does not invalidate the 20
meeting or any action taken at the meeting. 21
SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect 22
October 1, 2023. 23