§421J-5  Meetings of the board of directors;committee or subcommittee.  (a)  All meetings of the board of directors,other than executive sessions, shall be open to all members to provide input onthe matters being discussed.  Members who are not on the board of directors mayparticipate in any deliberation or discussion, other than during executivesessions, unless a majority of a quorum of the board of directors votesotherwise.

(b)  The board of directors shall meet at leastonce each year.

(c)  The board of directors, with the approvalof a majority of a quorum of its members, may adjourn any meeting and reconvenein executive session to discuss and vote upon matters concerning personnel,litigation in which the association is or may become involved, or as may benecessary to protect the attorney-client privilege of the association.  Thegeneral nature of any business to be considered in executive session shall befirst announced in the regular session.

(d)  No board member shall vote by proxy at boardmeetings.

(e)  A director who has a conflict of intereston any issue before the board shall disclose the nature of the conflict ofinterest prior to a vote on that issue at the board meeting, and the minutes ofthe meeting shall record the fact that a disclosure was made.

(f)  The board may appoint committees orsubcommittees to review and consider any specific matters, and may alter oreliminate the committees or subcommittees; provided that the board in theminutes of the meeting at which the action was taken to appoint the committeeor subcommittee shall:

(1)  Report that the committee or subcommittee wasappointed;

(2)  Identify the members of the committee orsubcommittee; and

(3)  Describe the matter that the committee orsubcommittee is to review and consider.

(g)  Minutes of the meetings of the board ofdirectors shall include the recorded vote of each board member present on allmotions except motions voted upon in executive session. [L 1997, c 132, pt of§1; am L 2006, c 312, §2; am L 2008, c 191, §1]