§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 on
the matters being discussed.  Members who are not on the board of directors may
participate in any deliberation or discussion, other than during executive
sessions, unless a majority of a quorum of the board of directors votes
otherwise.



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



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



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



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



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



(1)  Report that the committee or subcommittee was
appointed;



(2)  Identify the members of the committee or
subcommittee; and



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



(g)  Minutes of the meetings of the board of
directors shall include the recorded vote of each board member present on all
motions 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]