EXPLANATION: CAPITALS INDICATE MAT TER ADDED TO EXISTIN G LAW.
[Brackets] indicate matter deleted from existing law.
Underlining indicates amendments to bill.
Strike out indicates matter stricken from the bill by amendment or deleted from the law by
amendment.
*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
Committee Report: Favorable with amendments
House action: Adopted
Read second time: March 9, 2023
CHAPTER ______
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 may be held only in accordance with certain provisions of law; and 12
generally relating to cooperative housing corporations, condominiums, and 13
homeowners associations. 14
BY repealing and reenacting, without amendments, 15
Article – Corporations and Associations 16
Section 5–6B–19 17
Annotated Code of Maryland 18
(2014 Replacement Volume and 2022 Supplement) 19
BY repealing and reenacting, with amendments, 20
Article – Corporations and Associations 21
Section 5–6B–25.1 22
Annotated Code of Maryland 23 2 HOUSE BILL 331
(2014 Replacement Volume and 2022 Supplement) 1
BY repealing and reenacting, without amendments, 2
Article – Real Property 3
Section 11–109(c)(6), 11–109.1, and 11B–111 4
Annotated Code of Maryland 5
(2015 Replacement Volume and 2022 Supplement) 6
BY repealing and reenacting, with amendments, 7
Article – Real Property 8
Section 11–139.3 and 11B–113.6 9
Annotated Code of Maryland 10
(2015 Replacement Volume and 2022 Supplement) 11
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 12
That the Laws of Maryland read as follows: 13
Article – Corporations and Associations 14
5–6B–19. 15
(a) This section applies to any meeting of a cooperative housing corporation, the 16
governing body of a cooperative housing corporation, or a committee of a cooperative 17
housing corporation, notwithstanding anything contained in the documents of the 18
cooperative housing corporation. 19
(b) Subject to the provisions of subsection (e) of this section, all meetings of the 20
cooperative housing corporation shall be open to the members of the cooperative housing 21
corporation or their agents. 22
(c) All members shall be given reasonable notice of all regularly scheduled open 23
meetings of the cooperative housing corporation. 24
(d) (1) This subsection does not apply to a meeting of a governing body that 25
occurs at any time before the members, other than the developer, have a majority of votes 26
in the cooperative housing corporation. 27
(2) Subject to paragraph (3) of this subsection and to reasonable rules 28
adopted by a governing body, a governing body shall provide a designated period of time 29
during a meeting to allow members an opportunity to comment on any matter relating to 30
the cooperative housing corporation. 31
(3) During a meeting at which the agenda is limited to specific topics or at 32
a special meeting, the comments of members may be limited to the topics listed on the 33
meeting agenda. 34
HOUSE BILL 331 3
(e) (1) A meeting of a cooperative housing corporation may be held in closed 1
session only for the purpose of: 2
(i) Discussing matters pertaining to employees and personnel; 3
(ii) Protecting the privacy or reputation of individuals in matters not 4
related to the business of the cooperative housing corporation; 5
(iii) Consulting with legal counsel on legal matters; 6
(iv) Consulting with staff personnel, consultants, attorneys, board 7
members, or other persons in connection with pending or potential litigation or other legal 8
matters; 9
(v) Conducting investigative proceedings concerning possible or 10
actual criminal misconduct; 11
(vi) Considering the terms or conditions of a business transaction in 12
the negotiation stage if the disclosure could adversely affect the economic interests of the 13
cooperative housing corporation; 14
(vii) Complying with a specific constitutional, statutory, or judicially 15
imposed requirement protecting particular proceedings or matters from public disclosure; 16
or 17
(viii) Discussing individual owner assessment accounts. 18
(2) If a meeting is held in closed session under paragraph (1) of this 19
subsection: 20
(i) An action may not be taken and a matter may not be discussed if 21
it is not permitted by paragraph (1) of this subsection; and 22
(ii) The minutes of the next meeting of the cooperative housing 23
corporation shall include: 24
1. A statement of the time, place, and purpose of a closed 25
meeting; 26
2. A record of the vote of each board or committee member by 27
which the meeting was closed; and 28
3. A statement of the authority under this subsection for 29
closing the meeting. 30
5–6B–25.1. 31
4 HOUSE BILL 331
(a) (1) Notwithstanding language contained in the governing documents of the 1
cooperative housing corporation, the board of directors may authorize any meetings of the 2
cooperative housing corporation, the board of directors, or a committee of the cooperative 3
housing corporation to be conducted or attended by telephone conference, video conference, 4
or similar electronic means. 5
(2) If a meeting is conducted by telephone conference, video conference, or 6
similar electronic means[, the]: 7
(I) THE equipment or system used must permit any member, board 8
member, or committee member in attendance to hear and be heard by all other members 9
participating in the meeting IN ACCORDANCE WITH T HE GOVERNING DOCUMEN TS; 10
(II) THE PERSON CONDUCTING THE MEETING SHALL AL LOW 11
ALL PARTICIPANTS A R EASONABLE OPPORTUNIT Y TO: 12
1. BE HEARD BY ALL OTHER MEMBERS PARTICIPATIN G 13
IN THE MEETING ; AND 14
2. PARTICIPATE IN THE MEETING TO THE SAME EX TENT 15
AS IF THE MEETING WE RE CONDUCTED IN PERS ON; 16
(III) PROVIDED THAT ALL PAR TICIPANTS ARE GRANTE D THE 17
ABILITY TO UNMUTE TH EMSELVES, THE PERSON CONDUCTIN G THE MEETING OR 18
THE PERSON’S DESIGNEE MAY MUTE ALL PARTICIPANTS : 19
1. WHILE THE GOVERNING BODY O R ITS DESIGNEE IS 20
CONDUCTING BUSINESS ; 21
2. DURING PRESENTATIONS ; AND 22
3. TO AVOID INTERFERENCE FROM BACKGROUND 23
NOISE; AND 24
(IV) IF A PARTICIPANT INTE RFERES IN THE ABILIT Y TO 25
CONDUCT THE MEETING , THE PERSON CONDUCTIN G THE MEETING OR THE 26
PERSON’S DESIGNEE MAY : 27
1. REVOKE THE ABILITY FO R THE PARTICIPANT TO 28
UNMUTE; AND 29
2. IF NECESSARY, REMOVE THE PARTICIPA NT FROM THE 30
MEETING AFTER WARNIN G THE PARTICIPANT . 31
HOUSE BILL 331 5
(3) IF A MEETING IS CONDU CTED BY VIDEO CONFER ENCE OR SIMILAR 1
ELECTRONIC MEANS , ALL PARTICIPANTS SHALL HAVE THE SAME ACCESS TO ANY 2
CHAT FUNCTION . 3
(4) A link or instructions on how to access the meeting by telephone 4
conference, video conference, or similar electronic means shall be included in the notice of 5
the meeting. 6
[(4)] (5) No specific authorization from members shall be required to hold 7
a meeting electronically. 8
(6) A MEETING OF THE BOARD OF DIRECTORS GOVERNING BODY 9
HELD BY ELECTRONIC T RANSMISSION IS DEEMED TO BE A CL OSED MEETING AND 10
MAY BE HELD ONLY I N ACCORDANCE WITH § 5–6B–19 OF THIS SUBTITLE. 11
(b) Any member, board member, or committee member attending a meeting by 12
telephone conference, video conference, or similar electronic means shall be deemed present 13
for quorum and voting purposes. 14
(c) (1) (i) Any matter requiring a vote of the cooperative housing 15
corporation may be set by the board of directors for a vote at the meeting, and a ballot may 16
be delivered to members with notice of the meeting. 17
(ii) Only those members present during the telephone conference, 18
video conference, or similar electronic meeting shall be authorized to vote a ballot in 19
accordance with this subsection. 20
(iii) Members who are not present at the meeting may: 21
1. Vote by proxy in accordance with the requirements of the 22
governing documents and this title; and 23
2. Be considered present for quorum purposes through their 24
proxy. 25
(2) (i) The board of directors may set a reasonable deadline for return 26
of a ballot to the cooperative housing corporation, including return by electronic 27
transmission. 28
(ii) The deadline for return of the ballot shall be not later than 24 29
hours after the conclusion of the meeting. 30
(d) Notwithstanding language contained in the governing documents of the 31
cooperative housing corporation, nominations from the floor at the meeting are not required 32
if at least one candidate has been nominated to fill each open board position. 33
6 HOUSE BILL 331
(e) The inability of a member to join a meeting due to technical difficulties with 1
the member’s telephone, computer, or other electronic device does not invalidate the 2
meeting or any action taken at the meeting. 3
Article – Real Property 4
11–109. 5
(c) (6) Except as provided in § 11–109.1 of this title, a meeting of a governing 6
body shall be open and held at a time and location as provided in the notice or bylaws. 7
11–109.1. 8
(a) A meeting of the board of directors may be held in closed session only for the 9
following purposes: 10
(1) Discussion of matters pertaining to employees and personnel; 11
(2) Protection of the privacy or reputation of individuals in matters not 12
related to the council of unit owners’ business; 13
(3) Consultation with legal counsel on legal matters; 14
(4) Consultation with staff personnel, consultants, attorneys, board 15
members, or other persons in connection with pending or potential litigation or other legal 16
matters; 17
(5) Investigative proceedings concerning possible or actual criminal 18
misconduct; 19
(6) Consideration of the terms or conditions of a business transaction in the 20
negotiation stage if the disclosure could adversely affect the economic interests of the 21
council of unit owners; 22
(7) Complying with a specific constitutional, statutory, or judicially 23
imposed requirement protecting particular proceedings or matters from public disclosure; 24
or 25
(8) Discussion of individual owner assessment accounts. 26
(b) If a meeting is held in closed session under subsection (a) of this section: 27
(1) An action may not be taken and a matter may not be discussed if it is 28
not permitted by subsection (a) of this section; and 29
(2) A statement of the time, place, and purpose of any closed meeting, the 30
record of the vote of each board member by which any meeting was closed, and the authority 31 HOUSE BILL 331 7
under this section for closing any meeting shall be included in the minutes of the next 1
meeting of the board of directors. 2
(c) Nothing in this section may be interpreted to authorize the board of directors 3
to withhold or agree to withhold from the unit owners the terms of any legal agreement to 4
which the council of unit owners is a party. 5
11–139.3. 6
(a) (1) Notwithstanding language contained in the governing documents of the 7
council of unit owners, the board of directors may authorize any meetings of the council of 8
unit owners, the board of directors, or a committee of the council of unit owners or the board 9
of directors to be conducted or attended by telephone conference, video conference, or 10
similar electronic means. 11
(2) If a meeting is conducted by telephone conference, video conference, or 12
similar electronic means[, the]: 13
(I) THE equipment or system used must permit any unit owner, 14
board member, or committee member in attendance to hear and be heard by all others 15
participating in the meeting IN ACCORDANCE WITH T HE GOVERNING DOCUMEN TS; 16
(II) THE PERSON CONDUCTING TH E MEETING SHALL ALLO W 17
ALL PARTICIPANTS A R EASONABLE OPPORTUNIT Y TO: 18
1. BE HEARD BY ALL OTHER S PARTICIPATING IN T HE 19
MEETING; AND 20
2. PARTICIPATE IN THE MEETING TO THE S AME EXTENT 21
AS IF THE MEETING WE RE CONDUCTED IN PERS ON; 22
(III) PROVIDED THAT ALL PAR TICIPANTS ARE GRANTE D THE 23
ABILITY TO UNMUTE TH EMSELVES, THE PERSON CONDUCTIN G THE MEETING OR 24
THE PERSON’S DESIGNEE MAY MUTE ALL PARTICIPANTS : 25
1. WHILE THE GOVERNING B ODY OR ITS DESIGNEE IS 26
CONDUCTING BUSINESS ; 27
2. DURING PRESENTATIONS ; AND 28
3. TO AVOID INTERFERENCE FROM BACKGROUND 29
NOISE; AND 30
8 HOUSE BILL 331
(IV) IF A PARTICIPANT INTE RFERES IN THE ABILIT Y TO 1
CONDUCT THE MEETING , THE PERSON CONDUCTIN G THE MEETING OR THE 2
PERSON’S DESIGNEE MAY : 3
1. REVOKE THE ABILITY FO R THE PAR TICIPANT TO 4
UNMUTE; AND 5
2. IF NECESSARY, REMOVE THE PARTICIPA NT FROM THE 6
MEETING AFTER WARNIN G THE PARTICIPANT . 7
(3) IF A MEETING IS CONDU CTED BY VIDEO CONFER ENCE OR SIMILAR 8
ELECTRONIC MEANS , ALL PARTICIPANTS SHALL HAVE THE SAME ACCESS TO ANY 9
CHAT FUNCTION. 10
(4) A link or instructions on how to access the meeting by telephone 11
conference, video conference, or similar electronic means shall be included in the notice of 12
the meeting. 13
[(4)] (5) No specific authorization from unit owners shall be required to 14
hold a meeting electronically. 15
(6) A MEETING OF THE BOARD OF DIRECTORS GOVERNING BODY 16
HELD BY ELECTRONIC T RANSMISSION IS DEEMED TO BE A CL OSED MEETING AND 17
MAY BE HELD ONLY IN ACCORDANCE WITH § 11–109.1 § 11–109 OF THIS TITLE. 18
(b) Any unit owner, board member, or committee member attending a meeting by 19
telephone conference, video conference, or similar electronic means shall be deemed present 20
for quorum and voting purposes. 21
(c) (1) (i) Any matter requiring a vote of the council of unit owners may be 22
set by the board of directors for a vote at the meeting, and a ballot may be delivered to unit 23
owners with notice of the meeting. 24
(ii) Only those unit owners present during the telephone conference, 25
video conference, or similar electronic meeting shall be authorized to vote by ballot in 26
accordance with this subsection. 27
(iii) Unit owners who are not present at the meeting may: 28
1. Vote by proxy in accordance with the requirements of the 29
governing documents and this title; and 30
2. Be considered present for quorum purposes through their 31
proxy. 32
HOUSE BILL 331 9
(2) (i) The board of directors may set a reasonable deadline for return 1
of a ballot to the council of unit owners, including return by electronic transmission. 2
(ii) The deadline for return of the ballot shall be not later than 24 3
hours after the conclusion of the meeting. 4
(d) Notwithstanding language contained in the governing documents of the 5
council of unit owners, nominations from the floor at the meeting are not required if at least 6
one candidate has been nominated to fill each open board position. 7
(e) The inability of a unit owner to join a meeting due to technical difficulties with 8
the unit owner’s telephone, computer, or other electronic device does not invalidate the 9
meeting or any action taken at the meeting. 10
11B–111. 11
Except as provided in this title, and notwithstanding anything contained in any of 12
the documents of the homeowners association: 13
(1) Subject to the provisions of item (4) of this section, all meetings of the 14
homeowners association, including meetings of the board of directors or other governing 15
body of the homeowners association or a committee of the homeowners association, shall 16
be open to all members of the homeowners association or their agents; 17
(2) All members of the homeowners association shall be given reasonable 18
notice of all regularly scheduled open meetings of the homeowners association; 19
(3) (i) This item does not apply to any meeting of a governing body that 20
occurs at any time before the lot owners, other than the developer, have a majority of votes 21
in the homeowners association, as provided in the declaration; 22
(ii) Subject to item (iii) of this item and to reasonable rules adopted 23
by a governing body, a governing body shall provide a designated period of time during a 24
meeting to allow lot owners an opportunity to comment on any matter relating to the 25
homeowners association; 26
(iii) During a meeting at which the agenda is limited to specific topics 27
or at a special meeting, the lot owners’ comments may be limited to the topics listed on the 28
meeting agenda; and 29
(iv) The governing body shall convene at least one meeting each year 30
at which the agenda is open to any matter relating to the homeowners association; 31
(4) A meeting of the board of directors or other governing body of the 32
homeowners association or a committee of the homeowners association may be held in 33
closed session only for the following purposes: 34
10 HOUSE BILL 331
(i) Discussion of matters pertaining to employees and personnel; 1
(ii) Protection of the privacy or reputation of individuals in matters 2
not related to the homeowners association’s business; 3
(iii) Consultation with legal counsel on legal matters; 4
(iv) Consultation with staff personnel, consultants, attorneys, board 5
members, or other persons in connection with pending or potential litigation or other legal 6
matters; 7
(v) Investigative proceedings concerning possible or actual criminal 8
misconduct; 9
(vi) Consideration of the terms or conditions of a business 10
transaction in the negotiation stage if the disclosure could adversely affect the economic 11
interests of the homeowners association; 12
(vii) Compliance with a specific constitutional, statutory, or judicially 13
imposed requirement protecting particular proceedings or matters from public disclosure; 14
or 15
(viii) Discussion of individual owner assessment accounts; 16
(5) If a meeting is held in closed session under item (4) of this section: 17
(i) An action may not be taken and a matter may not be discussed if 18
it is not permitted by item (4) of this section; and 19
(ii) A statement of the time, place, and purpose of a closed meeting, 20
the record of the vote of each board or committee member by which the meeting was closed, 21
and the authority under this section for closing a meeting shall be included in the minutes 22
of the next meeting of the board of directors or the committee of the homeowners 23
association; and 24
(6) (i) If the number of lot owners present in person or by proxy at a 25
properly called meeting is insufficient to constitute a quorum, an additional meeting of the 26
lot owners may be called for the same purpose if: 27
1. The notice of the initial properly called meeting stated: 28
A. That the procedure authorized by this item (6) might be 29
invoked; and 30
B. The date, time, and place of the additional meeting; and 31
HOUSE BILL 331 11
2. A majority of the lot owners present vote in person or by 1
proxy to call for the additional meeting; 2
(ii) An additional meeting called under item (i) of this item shall 3
occur not less than 15 days after the initial properly called meeting; 4
(iii) 1. Not less than 10 days before the additional meeting, a 5
separate and distinct notice of the date, time, place, and purpose of the additional meeting 6
called under item (i) of this item shall be: 7
A. Delivered, mailed, or sent by electronic transmission, if 8
the requirements of § 11B–113.1 of this title are met, to each lot owner at the address shown 9
on the roster maintained by the homeowners association; 10
B. Advertised in a newspaper published in the county where 11
the homeowners association is located; or 12
C. If the homeowners association has a website, posted on the 13
homepage of the website; and 14
2. The notice shall contain the quorum and voting provisions 15
of item (iv) of this item; 16
(iv) 1. At the additional meeting, the lot owners present in 17
person or by proxy constitute a quorum; and 18
2. Unless the bylaws provide otherwise, a majority of the lot 19
owners present in person or by proxy: 20
A. May approve or authorize the proposed action at the 21
additional meeting; and 22
B. May take any other action that could have been taken at 23
the original meeting if a sufficient number of lot owners had been present; and 24
(v) This item (6) may not be construed to affect the percentage of 25
votes required to amend the declaration or bylaws or to take any other action required to 26
be taken by a specified percentage of votes. 27
11B–113.6. 28
(a) (1) Notwithstanding language contained in the governing documents of the 29
homeowners association, the governing body may authorize meetings of the homeowners 30
association, the governing body, or a committee of the homeowners association to be 31
conducted or attended by telephone conference, video conference, or similar electronic 32
means. 33
12 HOUSE BILL 331
(2) If a meeting is conducted by telephone conference, video conference, or 1
similar electronic means[, the]: 2
(I) THE equipment or system used must permit any lot owner, board 3
member, or committee member in attendance to hear and be heard by all others 4
participating in the meeting IN ACCORDANCE WITH T HE GOVERNING DOCUMEN TS; 5
(II) THE PERSON CONDUCTING THE MEETING SHA LL ALLOW 6
ALL PARTICIPANTS A R EASONABLE OPPORTUNIT Y TO: 7
1. BE HEARD BY ALL OTHER S PARTICIPATING IN T HE 8
MEETING; AND 9
2. PARTICIPATE IN THE MEETING TO THE S AME EXTENT 10
AS IF THE MEETING WE RE CONDUCTED IN PERS ON; 11
(III) PROVIDED THAT ALL PAR TICIPANTS ARE GRANTED THE 12
ABILITY TO UNMUTE TH EMSELVES, THE PERSON CONDUCTIN G THE MEETING OR 13
THE PERSON’S DESIGNEE MAY MUTE ALL PARTICIPANTS : 14
1. WHILE THE GOVERNING B ODY OR ITS DESIGNEE IS 15
CONDUCTING BUSINESS ; 16
2. DURING PRESENTATIONS ; AND 17
3. TO AVOID INTERFERENCE F ROM BACKGROUND 18
NOISE; AND 19
(IV) IF A PARTICIPANT INTE RFERES IN THE ABILIT Y TO 20
CONDUCT THE MEETING , THE PERSON CONDUCTIN G THE MEETING OR THE 21
PERSON’S DESIGNEE MAY : 22
1. REVOKE THE ABILITY FO R THE PARTICIPANT TO 23
UNMUTE; AND 24
2. IF NECESSARY, REMOVE THE PARTICIPA NT FROM THE 25
MEETING AFTER WARNIN G THE PARTICIPANT . 26
(3) IF A MEETING IS CONDU CTED BY VIDEO CONFER ENCE OR SIMILAR 27
ELECTRONIC MEANS , ALL PARTICIPANTS SHALL HAVE THE SAME ACCESS TO ANY 28
CHAT FUNCTION . 29
(4) A link or instructions on how to access the meeting by telephone 30
conference, video conference, or similar electronic means shall be included in the notice of 31
the meeting. 32 HOUSE BILL 331 13
[(4)] (5) No specific authorization from lot owners shall be required to 1
hold a meeting electronically. 2
(6) A MEETING OF THE BOARD OF DIRECTORS GOVERNING BODY 3
HELD BY ELECTRONIC T RANSMISSION IS DEEMED TO BE A CL OSED MEETING AND 4
MAY BE HELD ONLY IN ACCORDANCE WITH § 11B–111 OF THIS TITLE. 5
(b) Any lot owner, 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 homeowners association may 9
be set by the governing body for a vote at the meeting, and a ballot may be delivered to 10
members with notice of the meeting. 11
(ii) Only those lot owners 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) Lot owners 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 governing body may set a reasonable deadline for return of 20
a ballot to the homeowners association, including return by electronic transmission. 21
(ii) The deadline for return of the ballot shall be not later than 24 22
hours after the conclusion of the meeting. 23
(d) Notwithstanding language contained in the governing documents of the 24
homeowners association, nominations from the floor at the meeting are not required if at 25
least one candidate has been nominated to fill each open position in the governing body. 26
(e) The inability of a lot owner to join a meeting due to technical difficulties with 27
the lot owner’s telephone, computer, or other electronic device does not invalidate the 28
meeting or any action taken at the meeting. 29
SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect 30
October 1, 2023. 31