Open Board Meetings

Our board (I am not a member but a former president) has taken to meeting privately to prepare for regular board meetings. I believe this is contrary to our by-laws (see below). Any thoughts?

ARTICLE VII
MEETINGS OF DIRECTORS
Section 1: REGULAR MEETINGS: Regular meetings of the Board of Directors shall be held at least quarterly, at such place and time as determined by a majority of the board.
Section 2: SPECIAL MEETINGS: Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any Director, upon forty-eight (48) hours written notice to each Director. Notice of special meetings shall contain the purpose(s) of the meeting.
Section 3: EMERGENCY MEETINGS: Emergency meetings may be held at the request of the President, by telephone conference or by e-mail. Members of the Board may be polled over the telephone or e-mail and a majority of affirmative votes shall then be the action of the Board. Minutes shall be filed by the Secretary and certified by the polling officer. Requirements for an open meeting are waived.
Section 4: ACTION BY WRITTEN AGREEMENT: The Board of Directors may act by written agreement, including but not limited to e-mail, without meeting provided the agreement is signed by a majority of the directors and ratified at the next regular meeting.
Section 5: OPEN MEETINGS: All regular and special meetings of the Board of Directors shall be open to all members of the Association. Any member desiring to address the Board must contact the President or Vice President at least one (1) day in advance of the meeting to make appropriate arrangements.
Section 6: EXECUTIVE SESSION: The Board may meet in executive session to consult with legal counsel, or to discuss pending litigation, personnel issues, contract negotiations, violation of rules and regulations, nonpayment of dues and special assessments, or any other exceptional reason so compelling as to override the general policy in favor of open meetings. To convene the session, a motion detailing the reason for the session must be made and passed by a majority vote of the Board. The Secretary records the motion in the minutes. No final or binding action is taken during the executive session and voting on business discussed there is accomplished when the Board members reconvene in open session. The vote of the Board is then recorded in the minutes.
Section 7: QUORUM: A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as an act of the Association. If at a meeting a quorum is not present, the meeting may be adjourned until a quorum is present.
Section 8: NOTICE OF DIRECTORS’ MEETINGS: Notice of Directors’ meetings shall be in writing and provided to all members at least forty-eight (48) hours in advance, except for emergency meetings. Notice of special meetings shall contain the purpose(s) of the meeting. Notice of any Directors’ meeting when dues and/or special assessments are to be considered shall specifically contain a statement that a dues increase will be considered and/or the nature of any special assessments. Notice of such meeting shall be given to all members not less than thirty (30) day in advance of the meeting.

LA law is completely silent on HOA board meetings. Therefore, I assumed that any governance would come from our by-laws. I guess I am not asking in the legal sense but rather in the sense of proper board function.

Not sure I explained that well. In other words, the treasurer thinks this meeting that has not been publicized to the residents as by-laws require is a board meeting.

You know I am on the fence with this situation. I honestly don't see an issue with a few board members or the president to have a somewhat private unofficial meeting prior to the meeting. It's simple logistics and reality versus the rules. How many times have we all sat through a HOA meeting that seems so disorganized and everyone seems to making up answers on the spot? Plus the complaints the members lodge against a board who seems that way in front of them as if they don't know what they are doing or going on?

Think about it. You have an open meeting once a month in front of the membership who decide to attend without being able to discuss or show a united front? The ONLY time you board members would get together to discuss things would be in front of others who are bitter, angry, frustrated and then listening to you all discuss things without having any answers yet? It's the reason some members don't even want to attend.

My opinion is as long as there are answers gathered at the pre-meeting to get things in a row that are presented in the open meeting I have no problem with that. We aren't talking solid answers but enough to be able to share the information cohesively. Like I had a 3 bid policy on all contracts. We may have 5 contractors bidding. What would be wrong if we as a board discussed this at the pre-meeting to decide on the best 3 to present at the open meeting? Is there a problem with that?

I like to use the example of a burnt out special light bulb at a high place. The HOA would have to vote to buy the lightbulb. They then have to vote on a contractor to install that lightbulb. They then have to agree on how much to pay the person. If you have meetings once a month it could take 3 months to get that lightbulb changed for all those decisions to finalize. A pre-meeting would help speed that process up by 2 months. The board can already decide the lightbulb needs replaced, the cost of the bulb/contractor, and have that all ready for presentation at the next board meeting.

A HOA creates the rules of which it wants to live by. So why not modify them to fit the needs the owners have? Who is going to go to jail to have this extra meeting?

Thanks one and all for your input. The aforementioned meeting was last night. I just showed up about 20 minutes into the meeting to express my concern. At first, the president was indignent with me but I plodded through trying to be respectful but honest with my concerns. Since I was president, the last time by-laws were amended because of community concern about the deliberations of the board, I did have a certain level of credibility on my side. They really have been doing all of their work and making decisions in these meetings then having a quarterly meeting to pass anything that needs a vote. One member mentioned that these meetings or sometimes 2 to 3 hours.

My key point was that they should look carefully at the by-laws as it relates to meetings and see if the meeting they were having was consistent with the by-laws. I believe the president and one other member was aware that it did not before I questioned it but the rest of the board was unaware of the conflict with our by-laws.

A number of members voiced the opinion that they needed to look at the situation and consider their options to come into compliance. Most members offered their thanks for my visit. I'm feeling pretty good about it. It was hard to walk in on my own and I stuttered a lot at first but I think I went about it in the best way possible. I will be watching, thought.