Open Meeting rules for Board meeting in WV

Started by JennyO • 9 replies • 2427 views

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JennyO (West Virginia)
Posts: 13

Posted:

I am trying to find out what are the laws regarding board meetings for our property owners association in West Virginia.
The Board plans to hold three Board meetings this year. In addition, there are two property owners meetings which are generally well attended.
The Board has declared that the board meetings are for board members only, and are closed to members of the association. We are welcome to attend the property owners meetings, but not the board meetings.
The association Covenants and By Laws are outdated and they are starting the process of updating and rewriting them. This process will be done at the board meetings, with written feedback given to the association members.
They will also be discussing other matters of interest to members, such as maintenance of the common areas.
Is there any law in West Virginia which states anything regarding the board meetings, whether or not they may be open or closed, etc.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Hi Jenny,

Welcome to the forum.

From your posting I expect that you are covered by WV Uniform Common Interest Ownership Act.

If I'm wrong and your in a condominium then you should see WV Unit Property Act

Additionally, if your Association is incorporated as a nonprofit corporation (most are but check), then the Association would also need to comply with WEST VIRGINIA NONPROFIT CORPORATION ACT.

Clicking on any of the underlined blue words will take you to that statute.

Unfortunately I didn't see any requirement to allow members to attend board meetings (but I may have missed it). In the absence of any requirement the Board may make it's own policy unless the governing documents say otherwise.

You might simply want to ask to attend or volunteer to be on, or Chair, a rewrite committee.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By TimB4 on 05/15/2013 6:20 AM

Clicking on any of the underlined blue words will take you to that statute.

Oops, they aren't underlined until you roll you mouse pointer over them.
Well at least I got the color correct

JennyO (West Virginia)
Posts: 13

Posted:

Thank you for your reply.

The newly elected President wants to hold open Board meetings, but two of the Board members are refusing to allow members of the association in. The fourth board member is neutral. The governing documents dont address this matter.
The Covenants and By Laws are very outdated, last written in 1982. They need to be updated, and the details of what is to be in these documents will be discussed at the Board meetings. This raises a red flag if they plan to discuss the governing documents without allowing property owners into their meetings. It would be cleanest if WV law was clear on the matter.

The properties in the association are all single family residences, so I think we are not in a condominium.
I'm not sure how to find out of the Association is incoorporated or not. It pays a WV business franchise tax.

Thanks, Jenny

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Jenny

In those outdated documents will be the rules about owners attending BOD Meetings. In most cases, owners are allowed to attend BOD Meetings. In many cases non-BOD Members are not allowed to speak unless the BOD asks them to do so but they can attend, observe, and even record the meeting.

Many BOD's have an open Q&A session before and after the BOD Meeting.

Some states do allow owner comments during a BOD meeting. They also allow the BOD to set some rules/regulations for such otherwise the meeting could deteriorate to a shouting match.

Also BOD's are allowed to have Executive Sessions where only BOD Members are in attendance. What can be discussed in such a session is limited and generally only personal or legal mattters. General business like rewriting the Covenants, Bylaws would rarely qualify as an Executive Session subject. Do not let them use the Executive Session "cover" for discussing general business matters.

Read them out of date docs to find out how to participate in writing the new ones.

Hope this helps

JennyO (West Virginia)
Posts: 13

Posted:

John,

I have read and re-read every word of the outdated documents, and there is nothing about board of director meetings. Ideally, it would help if we could fall back on WV law - but there is also nothing in the law that I can find about open BOD meetings or executive sessions.

The WV code chapter 36, §36B-3-103 covers the Board members.
(b) states The executive board may not act on behalf of the association to amend the declaration (section 2-117), ............ or determine the qualifications, powers and duties, ... of executive board members (section 3-103(f)),

They are planning exactly this. To discuss their roles and duties, who will be responsible for what and also plan to discuss what should be in the governing docs.

Some in the community have found out about their intentions, and are planning to attend. The President will welcome them, but two of the Board (husband and wife) plan to boycott if others are there.

GlenL (Ohio)
Posts: 5,491

Posted:

They do know that they have to have the majority (often a super-majority) of homeowners sign to approve the new documents right? Can't think of a better way to tick off the homeowners and either have them abstain from voting or vote no.

Not all documents are created equal but most allow the homeowners to call a Special Meeting for a specific purpose. Gather your fellow homeowners and petition the Board to call a meeting to discus the changes to the CC&R's. OR if you really want to cheese the couple off, hold the SM for the specific purpose of changing the CC&R's to mandate open Board meetings.

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

EllieD (Vermont)
Posts: 446

Posted:

JennyO,

It seems one of your concerns is the re-writing, restating, of your Documents, since you wrote:

“The association Covenants and By Laws are outdated and they are starting the process of updating and rewriting them. This process will be done at the board meetings, with written feedback given to the association members.”

As anyone who has ever been involved in a Document rewrite will tell you, this is going to be a long, time consuming, effort.

Both your existing Covenants and the Bylaws should state, what percentage vote of ALL Owners will be needed before the Covenants and Bylaws can be amended. Typically a super majority, 66 and 2/3 percent or higher.

What percentages do your documents specify? It might be different for each one.

Prior to any vote, I would expect that all Owners will have a chance to review "the Draft Documents", to make comments, edits, etc.

Also, I would expect that both Documents would be reviewed by an Attorney specializing in HOA Law, prior to any Owner vote.

JennyO (West Virginia)
Posts: 13

Posted:

The governing docs and WV law state that a vote of at least 2/3 of all owners are required before the changes can be approved. Everyone in the community is aware that the final approval can't happen without the votes.

The problem is two of the board members wants to hold these discussions behind closed doors.

WV code chapter 36
§36B-3-103.
(b) The executive board may not act on behalf of the association to amend the declaration (section 2-117), ... or determine the qualifications, powers and duties, ... of executive board members (section 3-103(f)),

Truth is only two of the board members are wise, the other two not so much. There are many intelligent and honorable people in the community. The husband and wife duo are trying to keep everyone out, and personally I want to be allowed in to hear what they discuss. I also would like to hear input from the wiser members in our community.

It is true that prior meetings have dissolved into shouting matches, but the board meeting is taking place at the private residence of the President, and he has said that if anyone yells, they will be evicted off his property. I have a lot of respect for him and am pretty sure he will be able to control the people.

Since there is nothing in the governing docs about Board meetings, then all we have to fall back on is WV law. The best i can come up with is the para above. If they are only discussing and drafting out the governing docs, does this count as "acting on behalf of the association to amend the declaration" - since at this stage it is just talk and writing up drafts.

JeanneK3 (Maryland)
Posts: 562

Posted:

JennyO:
Your Board is making a big mistake by not holding open meetings. The community will begin to distrust anything you do and will focus on "what are they hiding" instead of working with you.

Your Board Chair should be strong enough to run a civil meeting and if an observer is a problem, call the police. Most states allow homeowners to attend board meeting and even say board meetings must have time set aside at the beginning of the meeting for member comments. Three minutes per person is standard.

Jeanne

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