Organization Meeting - Agenda & Minutes Required?

Our HOA has always held an organizational meeting directly following the Annual Membership meeting to select Officer positions, distribute duties, etc. The results were included in the next regular Board meeting minutes. There has never been an Agenda or Minutes taken for these Organizational meetings.

However, this year, one Board Officer wrote up an Agenda for the Organizational meeting. The Board was adamantly against this, because it meant minutes would have to be taken. They also wanted to make it a closed meeting. The officer who wrote the Agenda sent links from the Davis-Stirling website, showing that Organizational Meetings are open meetings. The site also indicates that notice of the Organizational meeting can be put at the bottom of the Annual Membership Meeting, something like "A brief Organizational meeting will take place immediately following the Membership meeting".

http://www.davis-stirling.com/OrientationvsOrganizationalMeetingoftheBoard/tabid/2906/Default.aspx
http://www.davis-stirling.com/IndexofTopics/ElectingOfficers/tabid/1550/Default.aspx

Because agendas and minutes are not specifically mentioned in the links, the Board still believes they don't need either. It was always my impression that ALL Board meetings that fall under the definition of "meeting" under the CA Davis-Stirling Act require minutes and an agenda, but they pointed out that since separate notice is not required for this meeting (notice can be given in the Membership meeting agenda), that also indicates no Agenda, and therefore no Minutes, are required.

Here is the definition of meeting under the D-S Act Civil Code §1363.05. Open Meeting Act: "(j) As used in this section, "meeting" includes any congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business scheduled to be heard by the board, except those matters that may be discussed in executive session."

I'm feeling rather confused. Any opinions?

Richard, thanks for your response. Our By-Laws are very old and are silent regarding an Organizational Meeting. We had them re-stated two years ago, and the restated Bylaws do list the Organizational meeting. Unfortunately, our Re-Stated CC&Rs and Bylaws didn't pass.

I posted this question last night on a CA law firm website, hoping they would answer it in their newsletter and got a brief email reply today that said because it's an open meeting where business occurs, we do need an agenda and minutes.

I never expected to get an answer from the law firm for months (if the question was even accepted for the newsletter), let alone so soon, which is why I also asked here. Maybe this will help someone else, too.

Thanks again, Richard!

Barbara