Executive Board Meeting?

Started by PjW • 14 replies • 1649 views

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PjW (Virginia)
Posts: 71

Posted:

Has anyone ever heard of this - a member at large just sent this out to the board (of which I'm a member) along with an agenda call. He states this is not open to homeowners.

I know of an executive session that is part of a regular meeting that you must vote to go into then you must come out of it and reopen the meeting to all and vote on whatever was discussed.

I know of special meetings and our bylaws say any 2 board members or the president may call a special meeting but it must only be of 1 topic.

Does this thing called an executive board meeting sound legal in the state of VA?

DavidW5 (North Carolina)
Posts: 565

Posted:

VA 55-510 The Property Owners Association Act explicitly specifies the valid topics for an executive session. Other than for those subjects ALL board meetings must be open to the members.

Here is a link:

http://law.justia.com/codes/virginia/2006/toc5500000/55-510.1.html

See para. C

PjW (Virginia)
Posts: 71

Posted:

yes, that's an executive session - you talk about legal stuff, violations, etc... but this is something you go into from a regular open meeting and you must vote to go into executive session. What this board member is calling for is a closed meeting of the board only and has asked for agenda items. This seems illegal to me.

EllieD (Vermont)
Posts: 446

Posted:

PjW,

Have you asked the member at large to tell you where in your documents he/she finds the authority to call such a meeting?

Is that member trying to call a "Special Meeting" (open) and then go into Executive Session?

PjW (Virginia)
Posts: 71

Posted:

we have asked him to clarify but he has yet to give any answer

TimB4 (Tennessee)
Posts: 21,062

Posted:

PjW,

Send a mail to all members reminding them of VA's open meeting requirement and that only specific issues can be discussed in closed meetings. There is nothing that prevents you from having only a closed meeting providing that it is only discussing those topics allowed to be closed. The minutes for that meeting would be:

Meeting Date
Quorum noted
approval of previous min.
adjourn to executive session at hh:mm for xyz
returned from executive session at hh:mm
any votes if needed (send to lawyer, etc.)
Meeting adjourned

Here is a couple of links you might find interesting:

Fairfax County Community Association Manual Executive Sessions are covered in Chapter 2, board meetings

§ 55-510.1. Meetings of the board of directors.

PjW (Virginia)
Posts: 71

Posted:

Right so, there should not be call for agenda items for a closed meeting.

Now they are calling it a Special meeting - which in our bylaws can be called by the pres or 2 members of the board with 3 days notice to all board members. But I'm still understanding that a "Special Meeting" is called with a specific purpose in mind that should be announced at the time of the call for a special meeting and again there should be no call for agenda items.

To be honest what I think is happening is that certain board members are trying to call closed meeting to exclude our homeowners and to exclude anyone from recording the meeting. WHich, from what I understand for the VA Property Owner's act is illegal.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Virginia -

SOME groups do have executive meetings (that is NOT the same as Executive Session meetings)

It is the president, vp and secretary. It meets to do the day-to-day business of the group.

If you have a management company, then there won't be the need for executive meetings, because that's what the MC does.

Your bylaws should state that executive meetings are allowed.

PjW (Virginia)
Posts: 71

Posted:

exectuive session yes,
special or emergency meetings yes,
executive meetings there is no mention at all.

We have a property management company that seems to want to drag its feet to jump into this and tell us what is the correct and legal way to handle this.

As it stand right no we do not have a Pres or VP just a Sec, since the hostility from other board members was so bad the Pres and I (the VP) decided to step aside even though we had done nothing wrong. They just didn't like following the rules or the state and our bylaws, nor do they like Robert's rules.

Its all very frustrating

TimB4 (Tennessee)
Posts: 21,062

Posted:

PjW,

I'm sorry that you and the other board member felt the need to step down. As you know the easiest way to fight this kind of abuse is from the inside.

Tim

PjW (Virginia)
Posts: 71

Posted:

THanks Tim- we're still board members and we're still trying to hold the majority to the laws - we're just trying to keep them from tearing the community apart.

THought that maybe things would cool off since we did all this but no, they just plow ahead.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Since your still on the Board I would strongly recommend that at the meeting, if held, you make a motion that that - in accordance with VA law, the meeting not be closed and have the other person second it so there is an actual vote.

Then, honestly, you probably need to bring the whole issue up to the membership and make a recommendation that those people do not be re-elected as I'm not sure you can correct the issue without causing the members to take sides.

Tim

PjW (Virginia)
Posts: 71

Posted:

Thanks Tim, that's a really good idea

CarolR11 (Colorado)
Posts: 2,563

Posted:

Another angle might be to check the contract with your prop. mgmt. co. Ours states clearly that the M.C. is not obligated to implement any decision that's contrary to applicable law. don't give up!

DavidW5 (North Carolina)
Posts: 565

Posted:

Quote:

Posted By SusanW1 on 02/28/2011 8:40 AM
Virginia -

SOME groups do have executive meetings (that is NOT the same as Executive Session meetings)

It is the president, vp and secretary. It meets to do the day-to-day business of the group.

If you have a management company, then there won't be the need for executive meetings, because that's what the MC does.

Your bylaws should state that executive meetings are allowed.

In Virginia if there is a quorum of the board present then it is a board meeting and must be open to the members.

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