Board agenda and board voting

I did search the forums, but it did not really answer my question. I just quit the board, unfortunately, and think my HOA is pretty damn dysfunctional. I was the treasurer on an HOA board in So. California. Surprisingly, our CCR's don't really answer my question: do board meetings have to have an agenda, and do we have to have votes? After a March meeting I complained to the board president that agenda items I proposed were ignored; and that we didn't really have an agenda. I also complained that this meant, effectively that one board member was monopolizing the discussion and exercising veto power. He said it wasn't true. I proposed agenda items for a recent board meeting, but again, we did not have an agenda. For the second time it was established that because of extenuating circumstances we can't work on "regular board business." (I won't go into the reasoning, but the regular board business includes my agenda items.) But I disagree ! I didn't argue much, but did want to vote on the idea that we can't work on regular board business. At least the board minutes would reflect my disagreement. But do I actually have the right? Can I demand that there be an agenda? I can imagine everyone thinking it is pretty nuts that we don't vote and don't have an agenda, but that doesn't necessarily mean you have to have them. When we announce board meetings they do not mention the agenda. Again, our CCR's mention the voting rights of HOA members at complex wide meetings, but don't really discuss board meetings.

Thomas, yes in CA agendas are required. Go to: http://www.davis-stirling.com/MainIndex/BoardMeetingMenu/tabid/263/Default.aspx#axzz1vIA9SIYZ

And scroll down to see what the law requires.

The law requires that you have an agenda. You must make that agenda public and send it to the members in advance. The law requires a four-day notice. Your CC&R may require more.

Must there be a vote? Yes and if your minutes do not show who voted for what you will all have legal liability for any actions take by the board.

There are a few places in the Davis Stirling Act that mention voting and you CC&R should also contain some references.

Thanks for replies. It seems like the law requires an agenda and a vote on it. Guess I will have to figure out what to do next.

Thomas, yes in Calif. the agenda for regular board meetings must be posted 4 days ahead of the meeting for Members (homeowners) to see. Also in CA, the agenda may not be changed at the regular board meeting, i.e., no additions with few exceptions.

Most of the rules governing Board meetings should be in your Bylaws (not CC&Rs). If they are silent, you may have to turn to CA. Civil Code, specifically the Open meeting Act, which is part of Davis-Sterling. Voting should be found in the CA Corporations Code.

The easiest place to check, as someone else noted, is davis-sterling.com, which has an excellent Index.

What the heck is in your regular meeting minutes if there's no agenda and no voting??? How does anyone know how to proceed to get things done in you HOA if there's no voting??

But now that you've resigned, what do you hope to accomplish? If you can rally some other HO's together to join you at regular meetings of the Board (which must be open in CA), you all can demand that an agenda be posted, or if no suitable place for posting, that it be sent to you. And, yes, the Open Meeting Act requires that time be set aside for HO comments, questions, etc.

How many directors are there? Is there a prop.mgr.? What do you mean that someone on the Board has "veto power"? How many units?

Earlier in the year I proposed voting to move forward on some maintenance and improvements, also the property manager wanted to change banks, I thought they had good reasons. These items were not discussed ; a board member said that since we were in litigation with an HOA member behind on dues we would have to wait to discuss "regular HOA business." In reality, I don't think they want to spend much money on the property, or trust me , or perhaps anyone else, to spend money on maintenance. But I don't think that matters, I still think my agenda items are important. In a recent meeting this was all repeated, except this time we couldn't do "regular HOA business" because we recently lost our nonprofit corporation status and are trying to regain it. Again no discussion of the agenda items I proposed. Pretty dysfunctional, right? I left the board, had enough.

Thomas

As a BOD Member you could have added items to the agenda and/or made motions that had they gotten a second, would have had to be voted on and be a mtter of public record. Instead you choose to quit. Have I got that right?

Agreed, John. But with our board you would think they are both! No meeting agendas, no official minutes, no confidentiality with the closed ballots, no vote on budgets or financial reporting at our annual meeting. I am shocked that they get away with this since we have 220 homeowners!

Furthermore, if the board really is dysfunctional, it is actually possible that you can be more effective as a non-board member of the HOA than as a board member.

Thomas, you truly can be effective off the Board, but you must get HO support. We were able to turn things around in my HOA and get rid of an incompetent Board, but it took a dozen or so HO's working together to do it.

IMO, too, you need to learn more about CA codes from davis-sterling.com, and perhaps your own Bylaws.

Gina, yes, Davis-Sterling only applies to CA, though many of its statutes are similar in other states. I'd start a new thread if I were you and direct it to those who know about Michigan.

Btw, Davis-Sterling works exceedingly well in our HOA and it's one way we HO's who were so (correctly) dissatisfied with our Board were able to take it over.

Litigation should be discussed in an executive/closed session. Regular HOA business should also be discussed, however, if you've lost your status as a corporation, your HOA is in deep, deep trouble.

The question I would ask would be who was responsible for filing the papers? If it was your management company, then they weren't doing their job. What was the reason for loss of status.

If it was the board, then that's a different matter. You might check your HOA insurance. As a member you have a right to see that document. You might have lost insurance coverage.