"working" board meetings

AmyA1 (Washington)
Posts: 101

Posted:

Our board is holding extra "working" meetings. They are open to the homeowners, but are often held at odd times. They say that these meetings are for discussing matters and no motions are being made. But I do see in the minutes that decisions are being made.
Our bylaws only state one meeting per month. (which I agree may not be enough)
Are these meeting legal?

BradP (Kansas)
Posts: 2,640

Posted:

Amy:

A lot depends on your state laws, some states do not have requirements about open meetings and giving notice of such. Mine does...we have to provide x amount of days notice and we have to have it open to the public otherwise it is against the law for the board to gather and even discuss hoa related information. Your bylaws would be a supplement to state laws, but if they say you can only have one meeting per month then that is all you can have.

AmyA1 (Washington)
Posts: 101

Posted:

That is what I thought. These should be classified as Special meetings and notice should go out. Now just convincing our rogue Chairman of this might be a problem. I have brought it up many times.... I just wanted to make sure before I bring it up again.

I have been the bad homeowner (ok bad x-board member) and have not been involved in the community for about 3 yrs. But since many if the homeowners are coming to me for help and advice I just might have to become active again.

JM10 (California)
Posts: 503

Posted:

Quote:

Posted By AmyA1 on 11/12/2012 6:17 AM
Our board is holding extra "working" meetings. They are open to the homeowners, but are often held at odd times. They say that these meetings are for discussing matters and no motions are being made. But I do see in the minutes that decisions are being made.
Our bylaws only state one meeting per month. (which I agree may not be enough)
Are these meeting legal?

It depends upon how your state defines meetings but "working" meetings seems to be an effort to work around state requirements.

If decisions are being made, then that would be a problem.

You need to find out what your state law says about meetings, how meetings are defined, what are the requirements to make a decision (such as being on the agenda) and the notification requirements. Also compare that to your CC&R.

By "working" meetings does this mean the board isn't giving proper notification of the meeting time and location and/or listing topics on the agenda?

AmyA1 (Washington)
Posts: 101

Posted:

I'll take a closer look at everything tonight after work.

JohnH38 (South Carolina)
Posts: 100

Posted:

Hey Amy

SC has little HOA governance. Our own association governing documents state that the BOD must abide by the Robert's Parliamentary rules (of conduct) that forbids to the best of my knowledge secret meetings of a majority of a quorum of the BOD to make decisions on HOA matters.

Only in executive session "during" a regular board meeting.

My 2¢, JohnH38

PS Secret = unannounced, working or special, whenever members are not represented.

PS The majority of a quorum of a 7 directors' board is 3, and 2 for a 5 director board.

BradP (Kansas)
Posts: 2,640

Posted:

Amy

the key is what is the state law in Washington, that i don't know...they could be ok with what they are doing.

AmyA1 (Washington)
Posts: 101

Posted:

Here are the State Laws
RCW 64.38.035
Association meetings — Notice — Board of directors.

(1) A meeting of the association must be held at least once each year. Special meetings of the association may be called by the president, a majority of the board of directors, or by owners having ten percent of the votes in the association. Not less than fourteen nor more than sixty days in advance of any meeting, the secretary or other officers specified in the bylaws shall cause notice to be hand-delivered or sent prepaid by first-class United States mail to the mailing address of each owner or to any other mailing address designated in writing by the owner. The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda by the board of directors for a vote by the owners, including the general nature of any proposed amendment to the articles of incorporation, bylaws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a director.

(2) Except as provided in this subsection, all meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The board of directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the board of directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. The requirements of this subsection shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.

AmyA1 (Washington)
Posts: 101

Posted:

Here are the State Laws
RCW 64.38.035
Association meetings — Notice — Board of directors.

(1) A meeting of the association must be held at least once each year. Special meetings of the association may be called by the president, a majority of the board of directors, or by owners having ten percent of the votes in the association. Not less than fourteen nor more than sixty days in advance of any meeting, the secretary or other officers specified in the bylaws shall cause notice to be hand-delivered or sent prepaid by first-class United States mail to the mailing address of each owner or to any other mailing address designated in writing by the owner. The notice of any meeting shall state the time and place of the meeting and the business to be placed on the agenda by the board of directors for a vote by the owners, including the general nature of any proposed amendment to the articles of incorporation, bylaws, any budget or changes in the previously approved budget that result in a change in assessment obligation, and any proposal to remove a director.

(2) Except as provided in this subsection, all meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The board of directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the board of directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. The requirements of this subsection shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.

AmyA1 (Washington)
Posts: 101

Posted:

Sorry for the double post.
Our Bylaws call for 1 board meeting a month. And also state at notice must be given for special meetings.
i'm very worried about these working meetings, and other comunication between board members. Finding out that our Chairperson is a very good manipulator, and is using these meeting and emails to sway other members of the board into "thinking her way".
She has no problem hiring an unlicensed sex offender to do work around our pool and playground.

GlenL (Ohio)
Posts: 5,491

Posted:

Amy do your By-Laws require one meeting per month or LIMIT it to one meeting per month? If it only requires one meeting per month then there is nothing to prohibit a second meeting. That said all meetings IMO should be noticed and open to the membership.

Studies show that 5 out of 4 people have problems with fractions

AmyA1 (Washington)
Posts: 101

Posted:

The Board of Directors shall meet at least once a month and as follows:
A. Regular Meetings shall be held the third (3) Wednesday of the each month
B. Special Board Meetings may be called by the Board, or at the written request of five (5) directors.
C. Following the Annual Meeting. The newly elected Board members shall hold their organization meeting for Chairperson, Vice-Chairperson, Recording Secretary, Corresponding Secretary, and Treasurer shall be selected. No other Business may be conducted at this organizational meeting. Minutes of this organizational meeting shall be published in the October Newsletter and Website.
D.The Chairperson shall call an Executive Board Meeting for the newly elected Board members prior to the October regular HOA Board Meeting. The purpose will be to orient the new members and to review the Covenants, these Bylaws, Rules and Regulations and RCW’s. Governing documents.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By AmyA1 on 11/13/2012 6:58 AM
The Board of Directors shall meet at least once a month and as follows:

Hence you may meet more than once a month (every day if you wanted to) but must have one meeting a month as a minimum.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Hi Amy, as yo've noticed by now, your (1) refers to meetings of the members (Owners) not the Board.

I agree with Tim & Glen--meetings of the board need to be open to all owners--your docs (& probably state law )are very clear on that point. These extra meeting should be called, it appears, special meetings of the board. We've(our Board) just had a couple special meetings as we try to hammer out the details of our 2013 budget. The times were a little odd because of the schedules of 7 directors and the desire to avoid paying overtime to our PM & Asst. Mgr. by having too many meetings at night per our contract with them.

You need to get other owners together and demand that the meetings be open to all owners (so long as they don't qualify for executive session.)

BradP (Kansas)
Posts: 2,640

Posted:

Amy

good advice by all, there is nothing that prevents you from having more than one meeting per month but it has to be open to the membership.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Amy

What is your specific/particular issue?

I think it is more then when and how they can call meetings unless you believe they are calling such at times/places to exclude you which I think is your real issue.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Posted By AmyA1 on 11/13/2012 6:58 AM
The Board of Directors shall meet at least once a month and as follows:

A. Regular Meetings shall be held the third (3) Wednesday of the each month

If the 3rd Wednesday of the month is Christmas Eve, do you have an issueif changed? If the 3rd Wednesday of the month is one you are at your Mothers celebrating her birthday, why do I think you believe they should not hold the meeting as it does not fit your schedule?

B. Special Board Meetings may be called by the Board, or at the written request of five (5) directors.

They do not need your permission nor agreement to do so.

C. Following the Annual Meeting. The newly elected Board members shall hold their organization meeting for Chairperson, Vice-Chairperson, Recording Secretary, Corresponding Secretary, and Treasurer shall be selected. No other Business may be conducted at this organizational meeting. Minutes of this organizational meeting shall be published in the October Newsletter and Website.

Does following mean immediately after, or after a pee break, or a few days after?

D.The Chairperson shall call an Executive Board Meeting for the newly elected Board members prior to the October regular HOA Board Meeting. The purpose will be to orient the new members and to review the Covenants, these Bylaws, Rules and Regulations and RCW’s. Governing documents.

To me this means for education, information, discussion, etc. I would say it is a non-business meeting.

I believe you have issues and are trying to "trick" people into answers you want, kind of like the question: Do you still beat your wife, yes or no?

Come on, the wife beating question is covered in Class 101....give us some credit.....LOL

AmyA1 (Washington)
Posts: 101

Posted:

Thank you Tim, Glen and Brad... I believe you may have answered the question and confusion in the wording "at least".

John, I'm not trying to trick anyone. I'm just looking for help in understanding if it is ok for them to hold these "working meetings" which to my understanding are run very close to our Reg board meeting, or if they should be "Special Meetings" with the proper notice given. My first post did state that they are open to all members. I also said I completely understand how hard it is to get everything handled in one meeting a month.
One thing that does bother me is that they don't seem to be at a scheduled time, so that members can schedule them into their monthly schedule.

We are also in the process of updating our bylaws and hope to clarify the wording to help in the future.

Carol, what do you mean by meeting of the members, rather than Board meeting?

GlenL (Ohio)
Posts: 5,491

Posted:

Carol, what do you mean by meeting of the members, rather than Board meeting?

She was referring to #1 under the statute you posted, the annual membership meeting.

Studies show that 5 out of 4 people have problems with fractions

DuaneR (Washington)
Posts: 35

Posted:

Read RCW 24.06.150 that should give you some info!

CarolR11 (Colorado)
Posts: 2,563

Posted:

Yes, Amy, Glen's right. When I first started reading our Bylaws, ect. with other inexperienced Owners, we made the mistake of thinking that membership meetings and Board meetings were the same thing. We weren't used to the language.

So your #1 is about meetings of the members of the Association--homeowners.. Usually there's an annual meeting of the members, for example, to vote for directors

AmyA1 (Washington)
Posts: 101

Posted:

Thanks everyone... we do have a section on Assoc. meetings. But neither of them are very clear.. hope that will change. But for right now they can hold more than one meeting due to the wording "at least" without calling it a special meeting and giving the proper notice that the RCW's call for.. Right???
The Board of Directors shall meet at least once a month and as follows:
A. Regular Meetings shall be held the third (3) Wednesday of the each month

GlenL (Ohio)
Posts: 5,491

Posted:

Amy a Special Meeting is held for a specific reason such as amending the CC&R's or a recall, hence the Special Notice requirement of the section. Your big thing seems to not be that the extra meeting is being held but the odd times that they are held. I doubt that this is intentional or some nefarious plot but more likely due to trying to find time that all Board members are available. Perhaps if enough H/O's are interested you could petition the Board to hold them at a set time, say the first Wednesday of the month that way the Board members could schedule themselves in advance.

Studies show that 5 out of 4 people have problems with fractions

AmyA1 (Washington)
Posts: 101

Posted:

No, it is (or was) the fact that they are holding them... not the times. With my work schedule I can't attend any of the meeting anyway, so when they hold them doesn't matter.