BOD meetings, open or closed, and your state's laws

Our association is busy putting together By Laws. We have old outdated By Laws written by the Declarant some thirty years ago, They are very lacking in details and were never filed with the County.

The Board, until recently, had three of the four BOD members in the same family. This was an unhealthy situation and the BOD pretty much did what they wanted without checking with anyone else in the community.
Thankfully this is now down to two out of four being from the same family, husband and wife. The newly elected President is doing a wonderful job of trying to get everyone to work productively on updated By Laws. But the husband and wife duo who have been on the board for many years don't want to relinquish control.

Given this unhealthy situation I would like our By Laws to state that all BOD meetings are to be open to members of the community. The husband and wife duo are fighting against this. The President wants them open. The fourth member agrees to members of the community sitting in and listening, but not being allowed to speak up.

WV Code does not address this issue at all. All government board meetings are open, but CHAPTER 36B. which deals with the UNIFORM COMMON INTEREST OWNERSHIP ACT says nothing about board meetings being open or closed.

So my question, if the STATE CODE in YOUR STATE states that BOARD MEETINGS for HOA's are to be OPEN, do you have a clause in your BY LAWS stating they are to be open. Or is this not necessary, since the State law covers it and you don't need to state what is in the state code.

OR

If the STATE CODE in YOUR STATE is silent on the issue, as we have in WV, then what is in your BY LAWS regarding BOARD MEETINGS for your HOA? Does it state they must be open, or are closed to members of the community, or they may listen in but may not speak up.

Thank you, Jen.

A HOA should work as if you left the family's checkbook on the dining room table. All the family members have a say and contribute to that fund. So how best would you want to handle your family's budget than allowing everyone a fair vote but the parents (Board) having the final say and being in charge?

You take that approach that the money in the HOA is ALL member's of the HOA, you will find writing the by-laws much easier. Plus have an understanding of what "open meetings" truly means.

You should have open meetings even though your state laws or your covenants do not require. However you do need to have rules in place to describe how members are able to interact with the Board during these meetings. I have attached our rules for how we conduct our meetings. There is a section on page 4 that describes the "unit owner forum".

Jim

JamesG - thank you so much. This document is extremely useful, and I think will be a good middle ground. it allows members to speak, but limits them in some ways, allowing the board to have a productive meeting without members getting belligerent!

TimB4 - that is exactly the problem, and we need to nail it down. Two of the board are refusing the By Laws to state that board meetings are to be open. I am looking for documentation to support why I feel that we should allow members to be present and to speak, even if with limits, at our board meetings.

thanks, Jen.

While you are in the process of amending your by-laws, it would appear that preventing family members from serving on the board together would serve your association well. Many associations have a regulation that co-owners of units can not serve together, and only owners may serve. Just something to think about

Some of us would love this! I need to get more information on this.

A previous thread in HOATalk provided some language examples to use. See:

http://www.hoatalk.com/Search/ForumSearch/tabid/87/forumid/1/postid/72383/view/topic/Default.aspx

You should also do a search in HOATalk for "two board members from same household" as this provided many threads on the topic and it will give you an idea of issues faced by other Assocaitions concerning this topic.

Jenny

Take care while amending your by-laws as you may be shooting yourself in the foot if you restrict board memebers to owners only.

We require that the majority to be owners(on the deed). We came to realize that we have some highly qualified residents living here that for business reasons or estate planning purposes are not on the property deed. Some have a lot to offer and it is still up to the unit owners to nominate and vote them in. Qualified residents is key!

As far as open board meetings, Ct. requires that board meetings be open with some exceptions and even then the board has to announce why they are going into executive session. They must return to regular session to take any action on what they discussed in closed session.

Also, if the board finds that it should take some action between board meetings that action must be unanimous, documented(signed) and ratified at the next regular board meeting and attached to the minutes of that board meeting.

Evading the open board meeting is frowned upon.

California requires that BOD meetings be open except for executive meetings. Both have to report actions on the meeting minutes and must be properly announced (except for emergency meetings). California state limits what can be discussed in an executive meeting and an emergency meeting as did our CC&R. Notification is specified by the state and often also in the CC&R.

Although California required notification of 4-days, our CC&R required a 10-day notification.

We took our HOA to court in 2011 and 2012 because they did not have open meetings, and did not post the agendas, etc.

The HOA itself was penalized $600 and then the insurance company paid tens of thousands of dollars to settle.

State law trumps HOA CC&R. I'd become familiar with the state laws first, but see also what your CC&R require. I'd say that a 4-day notification is too short for most people, particularly for those who might not live there. Also include whether you can use email to notify. Also that old posting on a Thursday night for a Monday meeting is a bit off-putting.

California state requires posting notification in common areas, but not necessarily sending one to the owner/member unless that person requests it. Our CC&R required either snail mail or personal delivery.

You might want to check what's going on in your state legislature. My understanding is that the 2008 UCIOA was introduced in the WV legislature this year. The 2008 version requires open board meetings, so if the law passes, your board meetings will be required to be open to all homeowners.

I don't know the present status, but you should check.

Of course, you could always just include open board meetings in your bylaws anyway. Then, if such a requirement does become law you won't have a provision in your bylaws that contradicts state law and would be useless.

Jenny, very nice of Bruce to look at your pending legislation. But you should look at it too because then you can inform the board that legislation is "in the works" and then quote some of the wording for the board. You could try to make the argument that when you restate your bylaws, you might as well put the open meeting wording in it since it Might become law anyway.

I, too, think that it's not in the best interests of homeowners if two co-owners serve simultaneously on your Board. As Tim notes, you can just add it to the list of candidate and director qualifications.

You wrote that you're going to discuss this at a meeting next month, but how is this possible if the meetings are closed? Or did I misunderstand you, Jenny?

to arm yourself, do try to google which states's HOA laws (and some have more types of HOAs than just one) require open board meetings. Responders here aren't enough of a sample.

If you're not on the Board, how will you get your suggestions on the draft of the bylaw revisions?

Do your bylaws state that homeowners vote to amend them? and the % needed to pass, etc.?

Check your By-Laws, as well as the state code governing corporations and/or common interest developments.

Our association by-laws prohibit more than one family member from the same household from being on the board.

Because of the open meeting law in California, it's prohibited because if you have enough people in one household on the board, they could discuss business and make decisions without actually having a board meeting. For the same reason, it's not a good idea to have more than one board member on a committee. It's not a healthy situation if you want your board meetings to be transparent, or if your state law requires it.

Yes, but the OP stated originally that 3 out of the 4 board members were family members.

They'd have a quorum at every family gathering!

I am on the BOD of a very small HOA, and we only have 3 board members.

Right, Julianna, but the key word is "quorum" in CA (and apparently other states) and you didn't mention it so I was just trying to clarify. State law, though doesn't forbid co-woners to serve on the board, which you seem to suggest. As you also point out, that restriction would need to be in the bylaws.