discussions of board business

you also are owners

let common sense prevail

I am really impressed with your integrity and attempting to do what is right for the community. What you are facing is exactly what I criticize with my own Board. There have been and continue to be too many conversations by e mail and phone which leave the community out. I am secretary of my community and can't possibly be expected to make notes when I may not be part of these conversations and for the most part they are derogatory comments about HOs.

The most honorable way to handle your job is to follow the CC&Rs, the ByLaws and the Rules and Regulations as written. No one can fault you if you do that. Rogue Boards are the source of many, many problems.

Best of luck ... Stick to your goals!

Jim

I agree on the openness and transparency but a fact of business life is things often have to be discussed, chatted about, clarified, learned about, etc. outside of any formal meeting.

I say as long as no motions were made, no votes taken, nothing hidden, etc. then there will no be problems. If a meeting agenda is published containing all subjects expected to be discussed and follows your guideline for meeting notice then fellow owners will feel comfortable all is out in the open.

I also advocate having a public question, answer, comment, session prior to each BOD Meeting where owners can feel free speak up. No saying they have to be responded to at that time, but they deserve to be listened to.

As long as you do not try and hide things then all should work out.

Someone once complained that they saw the BOD members talking to each other at a pool party and they could not do such as it was a "non notified, secret meeting". Talk about paranoia.....LOL

Well stated John. And yes i hear ya on the paranoia - yikes!...lol...

One of the things which has been discussed here recently is our rights to discuss the wording of actual motions which would be made later on at a Board meeting. I am thinking that perhaps we might be on shaky grounds if we were to go that far. What do u think?

I feel that the agenda we currently produce is far from being detailed enough - and i am now working on a correction to that if i can agreement.

Right now, we have a public forum after our board meeting - and as far as i am concerned, a public forum before the meeting would perhaps be more beneficial. I feel that it would be good to feel the pulse of our homeowners before board action is taken...in place of after board action is taken.

What John said.

If emails are exchanged, check with your state laws to see what is or isn't allowed, then develop a policy in accordance with the laws and your documents. In our association, board members copied each other and the property manager on email traffic and they're part of the Association documents that are available for inspection by the homeowners upon request.

Directors should never speak except at a public meeting which are being professionally recorded.

OR

Directors should meet in hiding and decide everything privately.

Juuuuust perhaps we all could use a little common sense.

Yes Tim - lots of good information in your message.

Excellent...appreciate you taking the time to respond - i'm printing out the contents of this message thread so i can show it to the other board members!

In Florida:
Homeowners’ Associations, FS 720.303 states:

“A meeting of the board of directors of an association occur whenever a quorum of the board gathers to conduct association business. All meetings of the board must be open to all members except for meetings the board and it’s attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by attorney client privilege.”

So if a quorum of Board members ends up discussing matters of the Association outside of a Board meeting, it may be interpreted as a violation of the statute.

Amazingly - after spending considerable time researching this - it appears our docs and state laws appear to be silent on this issue. There is something called the Texas Open Meetings Act (which governs mostly governmental bodies) - and some homeowners' associations in Texas are covered by this act. However, only those HOA's which are in populations density areas of Texas are included (in counties of at least 2.8 million or more)....go figure - ..lol..

The population in our county is about 220K - so i am thinking that we are not covered within the Texas Open Meetings law (although i'd see nothing wrong with us being included). Our board has a high commitment to openness and transparency. For some guidance, i looked inside the Texas Open Meetings Act itself and there's silence here too. Maybe it's there and i missed it - not sure. Weird stuff - huh?

Within our Association, i believe our President has the authority to authorize minor maintenance things - so i don't believe that's an issue. Those things get taken care of pretty easily.

I like your explanation of how you conduct your business - very open and transparent approach. And i say "right-on" about homeowners' suspicions about things being discussed beforehand in settings where they can't hear the rationale and such.

Thanks for your response - wish i had more definitive info for you. Also, wish our Texas homeowners associations had better guidance on this. I like Florida's approach to this. Maybe i can make a motion at a subsequent to include the language of the Florida Act in our meeting procedures. What do u think?

Yes, our bylaws and declaration are very complete when addressing board, member meetings, who calls meetings, dealing with resignations, etc. And yes, we are incorporated.

The reference i had was to my original question when i asked about the below:

"Hi, our new board is wondering about being able to discuss board business outside of our regular board meetings. We recognize that we can't make any decisions without board meetings in which all homeowners are present and votes are duly taken.

We are finding that, every once in a while, something kinda complicated comes up which we feel might be helpful to be discussed by personal visits or telephone calls amongst board members.

We are an organization which is committed to transparency and openness - so we don't want to be doing something that some would feel is our of our authority to do so.

Also, in terms of building wording, offering motions, resolutions and such - we are wondering if some of the wording of such can be worked on prior to the board meeting where the actual voting takes place.

We are aware that some state laws may see this sort of thing differently - and i was wondering what this thinking is here. We are in the state of Texas. We want to do the best job possible for our homeowners. To make a long story short, there are appearing to be some issues which we feel need to be discussed before our monthly meeting rolls around and we are wondering if we have the authority to discuss these issues between board meetings.

Comments and thoughts on this will be appreciated - thanks."

To me, RichardP's first citation, 209.0051, Open Board Meetings, (b) (1) (A) defines meetings as in some other states like CA & FL, and then continues later to say that such "meetings" must be noticed to H/Os 72 hours ahead of the board meetings.

The reason I thought something like this might be in your bylaws, Jim, is because something similar is in ours.

Carol (err Kerry),

Although Richards citation of Texas Residential Property Owners Protection Act, specifically Sec. 209.0051, does address open meetings. That act does not apply to Associations that are covered by Chapter 551, Government Code. or if it is a condominium association subject to hapter 82 of the TX statutes.

I do not know if Jim's Association falls under either of those chapters or if 209.0051 applies.

As Jim pointed out, TX has a lot of laws that have specific applicability sections. Therefore, careful reading of any TX statute (both the specific statute and the chapter the statute may be a subsection of) to see if it is applicable or not.

For example: Jim already pointed out that his County only has a population of 220K. Therefore, based on that population, TX Title 11, Chapter 204 may or may not apply depending on what County or body of water is next to Jims County. However, TX Title 11, Chapter 209 appears to apply regardless of the size of the County or it's location the Association is in.

As an FYI, Here is the applicability of Chapter 204 that Jim eluded to earlier in the thread:

Sec. 204.002. APPLICATION. (a) This chapter applies only to a residential real estate subdivision, excluding a condominium development governed by Title 7, Property Code, that is located in whole or in part:

(1) in a county with a population of 3.3 million or more;

(2) in a county with a population of not less than 285,000 and not more than 300,000 that is adjacent to the Gulf of Mexico and that is adjacent to a county having a population of 3.3 million or more; or

(3) in a county with a population of 275,000 or more that:

(A) is adjacent to a county with a population of 3.3 million or more; and

(B) contains part of a national forest.

(b) This chapter applies to a restriction regardless of its effective date.

(c) This chapter does not apply to portions of a subdivision that are zoned for or that contain a commercial structure, an industrial structure, an apartment complex, or a condominium development governed by Title 7, Property Code. For purposes of this subsection, "apartment complex" means two or more dwellings in one or more buildings that are owned by the same owner, located on the same lot or tract, and managed by the same owner, agent, or management company

Gosh fellers and gals (said in my deep Texas drawl...lol..), you can't imagine how much you are helping me - and the others - on this subject. Thanks sooo much!

Our Association committed to being an aspirational community a few years back and private meetings, hidden agendas and such are contrary to this focus. By the way - in case you are curious, we used a CAI publication titled "Building Community - Proven Strategies for turning homeowners into neighbors" to head in this direction. We love it! But i digress...[smile]...

It is true that our Texas state constitution is very convoluted and we have the second longest constitution of all the states. It's a mess! Tim gives an excellent example of this. Texas is an attorney's dream-land as far as our state constitution goes!...yikes!

It would appear to me that one way to get things headed in the right direction would be for us to "cut-to-the-chase" and come up with a policy on our own which exceeds all the convoluted stuff found here in Texas rules, laws and such.

Ok, help me out on this one.... - ummmm, maybe our association could adopt something like the below:

"In order to maintain our aspirational focus on openness and transparency, we commit to a policy whereby no more than two directors shall discuss Board business at any time outside of Board meetings. This policy applies to both personal conversations and email. It does not apply to weather driven emergency events. Additionally, we commit to a policy whereby a meeting of the board of directors of our association occurs whenever a quorum of the board gathers to conduct association business. All meetings of the board must be open to all members except for meetings the board and it’s attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by attorney client privilege".

What do ya'll think? Good policy idea?...or no?

Jim

In my view, that policy ties directors hands in being able to get anything done outside of a meeting.

Why is a policy needed? Are people complaining?

For things to be open, they do not have to have so many restrictions as to make them inefficient.

Question:

How many directors are required to change a light bulb ?

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Answer:

A quorum, of course !

OR

(within reason) for routine matters just git 'er done

I'm happy that you take seriously openness--doing business in front of your members instead of behind their backs and behind closed doors. even if TX legislation doesn't apply to you. But I do think that eliminating "personal conversations," which I guess would include HOA parties, goes too far. And there can be emergency events that are not weather driven. If your officers and PM have the latitude to buy & change lightbulbs and replace suddenly flooding sprinkler heads, you shouldn't need to discuss much outside of meetings. Try my way below:

"In order to maintain our aspirational focus on openness and transparency, we commit to a policy whereby no more than two directors shall discuss Board business at any time outside of Board meetings. This policy applies to both personal conversations and email. It does not apply to weather driven emergency events. Additionally, we commit to a policy whereby a meeting of the board of directors of our association occurs whenever a quorum of the board gathers to conduct association business. All meetings of the board must be open to all members except for meetings the board and it’s attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by attorney client privilege".

"To maintain our aspirational focus on openness and transparency, we commit to a policy whereby no more than two directors shall discuss Board business at any time outside of duly noticed Board meetings. This policy applies to emails and phone conversations. It does not apply to emergency events.

We define a meeting of the board of directors as whenever a quorum of the board gathers to discuss association business. All meetings of the board must be open to all members. The board, however, may meet in executive session with the HOA attorney about proposed or pending litigation. Personnel matters, homeowner discipline and contracts in formation also may be discussed in executive session."

But, Jim, take a look at davis-stirling.com a site put together by HOA attorneys in CA specifically about Calif. HOA legislation of the same name. though much is specific to CA, there's a whole lot that's useful to any HOA leader, e.g., bidding and contract advice, sample meeting agenda and minutes, property managers. You'll also see a lot of wording about open meetings per CA satiates that might interest you.

Excellent wording Kerry. Thanks soo much!