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MichaelP6 (Virginia)
Posts: 16
Posted:
Just so I understand this correctly. Is it illegal for 5 board members to meet at Dunkin' Doughnuts unofficially to discuss board problems and how they'll be dealt with at the next meeting? Someone out at the mailbox told me that this was illegal. If so, how is it that we have freedom of association and freedom to gather in this country?

How is it that members of the House of Reps(or senate) can meet for lunch or in their offices and discuss business even though it isn't official? The official meeting/vote takes place in session.

Is this person wrong?

Thanks

PeterD3 (Florida)
Posts: 708
Posted:
State laws very but in many this would not be adviseable.

But given the manner in which you came to hear about this and the FACTS to which you could attest, I would drop it and don't feed into rumor and speculation.

If you must pursue this maybe you could ask the BoD at the next "official" meeting.
HeatherB3 (Florida)
Posts: 32
Posted:
I am sure if members of the house of reps or senate meet in there office or at donut hut, no quorum is esablished.

MichaelP6 (Virginia)
Posts: 16
Posted:
If no official business is being conducted and no votes taken, isn't this just casual discussion?
GlenL (Ohio)
Posts: 5,491
Posted:
§ 55-510.1. Meetings of the board of directors.

A. All meetings of the board of directors, including any subcommittee or other committee thereof, shall be open to all members of record. The board of directors shall not use work sessions or other informal gatherings of the board of directors to circumvent the open meeting requirements of this section. Minutes of the meetings of the board of directors shall be recorded and shall be available as provided in subsection B of § 55-510.

B. Notice of the time, date and place of each meeting of the board of directors or of any subcommittee or other committee thereof shall be published where it is reasonably calculated to be available to a majority of the lot owners.

Emphasis added, to read the whole 55-510.1. go to: http://leg1.state.va.us/cgi-bin/legp504.exe?000+cod+TOC55000000026000000000000

Studies show that 5 out of 4 people have problems with fractions
MelissaP1 (Alabama)
Posts: 13,836
Posted:
I don't see an issue with this as long as they aren't voting on anything. The board members need to get on the same page before presenting a combined front to the rest of the members. People want the board to have it "together". It doesn't make sense to me if people want answers from the board but don't want the board members to talk to eachother. No one person has ALL the answers.

It would be like a child going to one parent who tells them "No" so they go to the other parent with a different approach and story for a "Yes". In between the parents haven't discussed anything. I would consider this unofficial meeting and Dunkins Donuts a "Parents meeting". (So jealous because closest Dunkin Donuts is 4 hours from me!!! sorry off subject...)

I not only talked to my board members outside of meetings but also to members who never showed up for a meeting. A HOA runs best when information is flowing. Just because their is a conversation running in the background doesn't mean it's running behind anyone's back...

Former HOA President
TimB4 (Tennessee)
Posts: 21,059
Posted:
Michael,

If a quorum of the board is meeting and actually discussing and deciding Board functions then it could be considered a board meeting and subject to notice requirements. If people are meeting who happen to be board members and the number equals a quorum and they are discussing sports, religion and other non-association business then this would not be considered a board meeting.

The one sentence you stated would, in my opinion, be the deciding factor:

5 board members to meet at Dunkin' Doughnuts unofficially to discuss board problems and how they'll be dealt with at the next meeting

Based on this statement, I would consider this a board meeting subject to laws of VA and the agreements in your governing documents. Failure to send a notice does not make it unofficial. It's the numbers and the decisions being made that would probably make it official.

Tim
MichaelP6 (Virginia)
Posts: 16
Posted:
I tend to agree with Melissa, but that does not mean that I couldn't be wrong, and if I knew for sure I wouldn't be asking. Information flow is exactly what is wrong with our HOA. Another problem is that given time constraints it's very difficult to get anything done within the scope of an official meeting , especially complicated stuff. Much of the building blocks are worked out in informal discussion only to have it formalized in a sanctioned board meeting. Since nothing is passed or formalized, and it's not an official meeting, nothing really is kept from the HOA members at large.

Is this like saying you can't discuss ideas with other board members out of session because if 5 are present you might have a quorum?

CarolF (Florida)
Posts: 435
Posted:
In Florida, it would wrong. The Fl statutes are very clear that when a quorum of the board meets to discuss association business the meeting must be open and noticed to the membership. You must know your state's legislation on this. It is clearly different from state to state.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
Out of curiousity... How would this "illegality" be enforced? I've stated this before. There is a difference between "Illegal" in a HOA and "Illegal" in the real world. In the real world enforcement of violating a law could involve law enforcement or legal actions. A HOA "Illegality" is simply a violation of the rules the owner's created. The enforcement is by removal of board status or fines.

Let me put it this way...A Boy Scout in the Boy Scouts of America, doesn't wear his uniform to a club meeting. This is against the rules or "Illegal", so they remove a badge or give out a demirit. It's in the rule book this is the punishment. However, if that boy scout came to the meeting Nekkid (Red neck term)...That is "Illegal" according to the law of the land. The police would be called and the kid may also face badge removal.

So, unless your going to call the police and arrest the board members for talking to each other...This "Illegality" should be okay. It just makes it look suspicious to those who are suspicious people. Otherwise, I would have no problem with board members talking to each other outside of meetings if it means getting HOA business done.

Former HOA President
JanetB2 (Colorado)
Posts: 4,219
Posted:
The potential problem could be if someone sees all board members meeting at XYZ establishment, they then could cause issues due to violating the statute Glen posted above. They can stir the pot and next thing you potentially have homeowners crying for a recall or sue happy idiot claiming the board is meeting in secret.

I understand what you want to accomplish and on a personal level like Melissa I do not see the big issue; however, there have been boards in the past who apparently did have secret meetings, so homeowners cried at legislators, and legislators passed the above statute. Because the statute is in place I do not recommend violating unless you potentially want a board recall to take place if caught. Better to be safe than sorry …
MichaelP6 (Virginia)
Posts: 16
Posted:
In our HOA, it is the CAM who doesn't want this to happen because he's afraid that his performance will be discussed. His performance has been dismal like a lot of CAMS. He is at every meeting even though his contract states he only needs to attend 5 so that he can commandeer elections and control the process and the narrative. This forces the board (if they only had two of 'em) to call an exec. session to discuss the MC's performance and it's never happened. I wish he actually responded to calls like he's supposed to and did whatever a CAM is supposed to do. It seems to me like his job is to commandeer the HOA and secure as much revenue as he can for his Co. He simply can't be bothered with his contractual duties.

Back on topic..... w/o coffee at Dunkin', how can the board throw around this issue? How could a brand new board get their footing? How can it at least casually get the conversation started w/o a bunch of suspicious exec. sessions? They can't and it's no wonder that things never change.

We actually had a board president who once held meetings in her own home so she could control who attended. How about that for openness? How bad could coffee at Dunkin be?
JonD1
Posts: 2,350
Posted:
Quote:
Posted By MichaelP6 on 04/10/2011 6:28 PM
In our HOA, it is the CAM who doesn't want this to happen because he's afraid that his performance will be discussed. His performance has been dismal like a lot of CAMS. He is at every meeting even though his contract states he only needs to attend 5 so that he can commandeer elections and control the process and the narrative. This forces the board (if they only had two of 'em) to call an exec. session to discuss the MC's performance and it's never happened. I wish he actually responded to calls like he's supposed to and did whatever a CAM is supposed to do. It seems to me like his job is to commandeer the HOA and secure as much revenue as he can for his Co. He simply can't be bothered with his contractual duties.

Back on topic..... w/o coffee at Dunkin', how can the board throw around this issue? How could a brand new board get their footing? How can it at least casually get the conversation started w/o a bunch of suspicious exec. sessions? They can't and it's no wonder that things never change.

We actually had a board president who once held meetings in her own home so she could control who attended. How about that for openness? How bad could coffee at Dunkin be?

Michael:

You and the Board are the victims of a well intentioned misguided group of state politicians who have no real knowledge of how a property is managed who decided every property owner needs to play a role in every meeting because that causes good feelings. You vote in a volunteer Board to manage the property not hold office so every owner can play a role in every decision. IMO that just slows things down or makes things impossible. So in your case maybe a new group wishes to hash out some of the detials or what ifs in private on their time and if you follow the letter of the law you might be in violation. To be honest times like this I am glad not to live in VA. in the HOA/condo property.

Lets just imagine if a business corporation required their corporate boards to hold open meetings for each and every shareholder? Do you think anything would get done? Wonder why they don't do it that way? It doesn't work.

So people think having more people involved gets better results. That never works in the real world. But the touchy feely folks like to think if everyone has a chance to participate things can only be better.

For me my job as President of the Board is to manage the affairs of the property in the best way possible. After 25 years I have some idea of how that's done. I meet with members of the Board outside Board meetings and e-mail them between meetings to make them aware of what has happened so they are kept in the loop.
In some states that would violate the letter of the law. The penalties? The enforcement well that is another question. No one I know of serving hard time for meeting at DD and having a discussion.

Serving on an HOA/condo Board is difficult enough. But some states seem to have the need to enact more rules that require more time and effort on behalf of the Board members which serves to complicate the operations of the Board. My bottom line what kind of job is the Board doing? Have they protected your property? Hasve they acted in the property's best interest? Have they managed your investment in a satisfactory way?

Some folks with to much time on their hands see the world as they think it should be and their shorts get all bunched up when they feel some "illegal"
act has taken place. Just what is the cost in $$$ and time and effort to make notifications for every time the Board meets? How many people show up at these meetings? In most cases my guess the turnout doesn't justify the effort and cost.
But those are the written rules and some people just have the need to follow those even if they make the property more difficult to manage and if they result in nothing positive.

On my property for nearly 30 years we hold monthly meetings open to only the Board. One meeting per year is open to the unit owners. Some would think that is not possible. Some would claim this is "illegal" "immoral" "unethical" or at least violates some unwritten law. Some how we have managed and there is no need for open meetings for every exchange of words among Board members nor does it result in appearance of some dirty dealing. We do our job and in the last election 80%+ of those voting supported the current Board members.

Myself I would not care if the Board met 24X7 at DD and drank coffee till it ran out of their noses if they did their jobs. IMO that should be consideration #1 not where they met, who was there, what they discussed and if that violates the letter of the law. That sort of thinking and second guessing is petty nonsense.

Sounds to me like VA. has a few zealots down there with a printing press spitting out new rules and regulations on how things should be done and why. Funny laws made up by people who never did the job rarely work. Recently, if I remember reading the new state laws the Board must answer any complaint within 10 days in writing. Now most Boards meet monthly and if you are self-managed how do you provide a written response in between Board meetings without holding a meetings. And doesn't this just impose on the Board the need for MORE of their time and effort. IMO a complete waste of time both the law and those that drew it up.

Good luck maybe you could hand out masks and meet in secret at an out of town location in the early morning hours to minimize the possibility of being caught.

What nonsesne...............

TimB4 (Tennessee)
Posts: 21,059
Posted:
Jon,

I actually thought VA had some fairly good laws regarding HOA's that protected the homeowner. Open meetings being one of them. Granted, most people outside of the Board never show to an open board meeting. However, the option of attending is exactly what allowed me to discover the issues within my own Association.

BTW - the 10 day response requirement on a complaint hasn't been adopted yet and I agree with you, it doesn't take self managed Associations into account. However, if the Association is properly ran then the complaints to an outside authority should be minimal.

If any Board wanted to hold meetings at DD or anywhere else there is certainly nothing wrong with it providing that if the State requires that the meetings be open that they publish the dates the Board will meet.

I also agree that the Board should have a united front when presenting the decisions to the membership. However, if the members wanted to be in attendance during the decision process I believe that they should have the right to be.

Tim
MichaelP6 (Virginia)
Posts: 16
Posted:
Quote:
Posted By TimB4 on 04/10/2011 7:34 PM
Jon,

I also agree that the Board should have a united front when presenting the decisions to the membership. However, if the members wanted to be in attendance during the decision process I believe that they should have the right to be.

Tim

I still don't think there is a full understanding here. I think we may have a failure to communicate. What about you Cool Hand Luke?

As I stated earlier there is a difference between "musing" and "throwing around" and "kicking around" and actually making executive decisions. The latter would be made at board meetings. The former would be made over java at DD.

Chocolate honey glazed anyone?

CarolR11 (Colorado)
Posts: 2,563
Posted:
Hey, Michael. Glen's citation of VA law is very clear. The key word is "quorum." Tim is correct too, as is Carol F. Musing, kicking around thoughts, etc. are part OF the deliberative process and owners are entitled to see & hear HOW decisions are made in your state, in mine and apparently in other states too.

Still, certain administrative decisions can properly be made outside of meetings, e.g., buying several new flats of flowers, refinishing the door to the clubhouse or the like.

Our previous incompetent board here did all of the above-- mused, brainstormed, etc.-- in secret and merely announced their previously-discussed decisions via their votes during regular meetings. We owners had no idea HOW they arrived at them. Many made no sense, and later were proven to have been flawed. Oh, directors were indeed unified. That board also conducted a lot of biz in exec. session that should have been conducted in the open. (Learned this once elected and I could read those Ex. Sess. minutes.)

We seven on the board now conduct biz in the open with proper notice to owners. We do sometimes have disagreements but act like adults and "talk to each other" during the meetings, and usually reach consensus. We have open forum at the beginning & end of these regularly scheduled monthly meetings.

Re: your CAM, Michael. Our board meets in Exec. Session every month, usually about owner fines, etc., but once a year we review both our onsite mgr. & assist. mgr. During those personnel evaluations, we excuse them from the session.

Have your read your HOA's contract with your CAM??
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By MichaelP6 on 04/10/2011 7:54 PM

As I stated earlier there is a difference between "musing" and "throwing around" and "kicking around" and actually making executive decisions. The latter would be made at board meetings. The former would be made over java at DD.


Michael,

You stated in a different thread that you were not a member of the Board. Therefore, I expect that you are no more aware of what is happening at the DD meetings then I (unless you are attending them). You also stated that that the Board is not only discussing Association issues but "how they'll be dealt with" at the next formal meeting. This would indicate to me that decisions are actually being made and just being recorded at the next meeting. Let me try and explain the issue a different way:

I would ask you to consider the following, if you had a complaint or an appeal before your Board and you discovered that the Board regularly met outside of the meeting to "discuss board problems and how they'll be dealt with", Do you think you would have a fair hearing before the Board? Perhaps you would believe that the decision was already made and it wouldn't matter what evidence was presented. Perhaps you could even use this behavior as a legal appeal of the issue before the courts.

At the very least, the Board would be giving a perception to the membership that they are not complying with the open meeting laws of the State. This perception could easily lead to thoughts of "what else might the board be doing that isn't in compliance with the law?" These type of thoughts can cause havoc in an Association, especially if a disgruntled member wanted to use these actions as a basis to stir up the membership.

This is why, in my opinion, the Board should not be meeting outside of the meeting to discuss Association business unless it's an emergency. I also believe that a Board has the duty to minimize any negative perceptions by the membership by keeping things in the open.

Tim

JanetB2 (Colorado)
Posts: 4,219
Posted:
Hi Tim … very nice example.

Michael:

Keep in mind … To be fair you are blaming just the CAM in your situation when actually there are two sides potentially at fault. The CAM cannot commandeer a meeting unless allowed to do so by the association board. They are not the ultimate responsible party for your association, the board is the entity in charge and responsible for the overall HOA.

I get the feeling from some of your other posts that potentially you might be friends with some of the board members, there have been issues regarding your CAM, and this is being considered as a means to discuss issues about the CAM instead of at the board meeting. If this is the case I would suggest the board needs to instead take control, go into executive session, and discuss issues regarding your CAM, if needed. Another thought is before the next meeting the board can send a memo and/or telephone the CAM and let them know they are not invited nor needed at the next board meeting, so please do not plan on attending. Without them there the board can proceed following proper procedures. They are an employee of the board and do not need to be present at board meetings.

I agree with Tim, it is better to be open and up front with proper meetings.

MichaelP6 (Virginia)
Posts: 16
Posted:
Quote:
Posted By JanetB2 on 04/10/2011 9:56 PM
..... go into executive session, and discuss issues regarding your CAM, if needed. Another thought is before the next meeting the board can send a memo and/or telephone the CAM and let them know they are not invited nor needed at the next board meeting, so please do not plan on attending. Without them there the board can proceed following proper procedures. They are an employee of the board and do not need to be present at board meetings.

I agree with Tim, it is better to be open and up front with proper meetings.


If these are the two options then exec session is the way to go. The plot is even thicker, since one of our member households is related to the powers of the MC. Not the CAM but the owners of the co. Exec session would be the only way to discuss this w/o this potentially getting to the co.

Any yes, what has happened is that the board has so allowed itself to be controlled by the CAM. I'm told by the one of the members that He (the CAM) even commandeers the meetings to the point where he sets the agenda.
That's just how out of control it has become. These meek members will not hold a meeting w/o him, even though he hasn't fulfilled his contractual responsibilities of inspecting the property, responding to calls etc.

It bothers me because I've paid a lot of fees over the years and am one of the owners of the assoc and the decisions about our community are made by someone we employ at will. Pathetic.

GlenL (Ohio)
Posts: 5,491
Posted:
Any yes, what has happened is that the board has so allowed itself to be controlled by the CAM. I'm told by the one of the members that He (the CAM) even commandeers the meetings to the point where he sets the agenda.

It is not unusual for the CAM to prepare the agenda when they put together the "Board Packet" for the meeting. However it is one thing to complain about things you have first hand knowledge of but you are complaining about something that may or may not be true. Instead of complaining to you, your friend the Board member should be complaining in the meeting where it will do some good. Now all of the allegations may be true but whining about it, doesn’t do anything except make you feel better. Attend a Board meeting and ask to be put on the agenda and ask the Board why these things are not being done.

Studies show that 5 out of 4 people have problems with fractions
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By MichaelP6 on 04/11/2011 2:25 AM

It bothers me because I've paid a lot of fees over the years and am one of the owners of the assoc and the decisions about our community are made by someone we employ at will. Pathetic.

Sounds like it's time to toss your hat into the ring at your next election.

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