Attorney explains: validity and public disclosure of decisions made in an apartment association's general meeting
Financial and legal journal RUP published an answer provided by our office's Attorney-at-law Tauri Tigasson to a reader's question, concerning the validity and public disclosure of decisions made in a apartment association's general meeting. The reader requested answers for the following questions:
- When members of the board are replaced at an apartment association's general meeting, how and when do their powers take effect, and what actions must be taken to legally establish them as board members authorized to enter into contracts on behalf of the apartment association?
- Is it permissible to change the content of the apartment association meeting minutes after the meeting, including adding topics that were not discussed during the meeting and were not on the agenda?
- Is it legally correct when more than three weeks have passed, but the meeting minutes are still not public for everyone and remain unsigned?
Answered by Attorney-at-law Tauri Tigasson
The rights and obligations of a board member arise from the moment the board member is elected. A board member can start exercising their rights, such as entering into contracts, immediately after their election. In other words, the rights and obligations of a board member do not arise from the moment when the corresponding decision is registered in the business register. The entry in the business register regarding a board member is declarative, not constitutive. However, after the registration, the powers of the board member become visible to third parties, ultimately simplifying the management of the apartment association.
The meeting minutes must accurately reflect the course of the meeting and should not be altered retroactively. The minutes include the time and place of the general meeting, the number of members, the agenda, voting results, adopted decisions, and other significant details of the general meeting. If a member has expressed dissent on a decision, the content of their dissent is recorded in the minutes at their request. The chairman of the general meeting and the secretary sign the minutes. The person who submitted the dissent also signs the minutes. Inseparable attachments to the minutes include copies of the list of participants, statements of dissent, and written proposals and statements submitted to the general meeting.
In accordance with Section 20(1) of the Apartment Ownership and Apartment Association Act, the provisions of Sections 6–9 of the Non-profit Associations Act also apply to the general meeting of apartment owners. Section 21(7) of the Non-profit Associations Act stipulates that after 14 days from the end of the general meeting, the minutes must be made available to the members. Members have the right to obtain a transcript of the minutes or its part. Therefore, if the minutes are unsigned, and 21 days have passed since the end of the general meeting, it does not comply with the law.
If a violation of the law has occurred, it is possible, under certain conditions, to file a claim for the annulment or invalidation of a decision made by the apartment association's organ. The claim is resolved in court through a simplified procedure. The deadline for filing a claim to annul a decision made by the apartment association's organ is 60 days from the adoption of the decision.
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