BOD meetings

Started by MikeL13 • 20 replies • 1968 views

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MikeL13 (South Carolina)
Posts: 83

Posted:

Our documents permit members to attend BOD meetings (open meetings) and can have time to speak if previously approved. The documents do not have any wording on duty to inform of upcoming meeting of BOD, only for membership meetings.

Is this wording typical?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Mike

Annual Meetings and Special Meetings aside, our SC docs say Regular Meetings must be held at least once per quarter. They can also be held anytime a majority of the BOD wants to hold one. Meeting times shall be communicated to directors no less then 4 days prior to the meeting.

There is nothing in our docs about notifying the Voting Members prior to a Regular Meeting unless it requires them to vote. In that case, the Voting Members must be notified at least 10 days before any meeting requiring the Voting Members to vote.

Meetings will be open to all voting members but no one other then directors can participate unless one is asked to speak. This means they can only observe unless asked to speak.

Any action to be taken at a BOD meeting can be taken without a meeting if all directors agree to such action.

I have some issues with the above procedures, but that is another subject.

I know some BOD's schedule their meetings a year in advance (like the 1st Monday of each month at 7PM) and notify all of such in the minutes of the annual meeting.

Hope this helps.

KerryL1 (California)
Posts: 14,550

Posted:

Is there a reason, Mike, why you would not want to inform HOA members a few days in advance that an open meeting is upcoming? Maybe with a copy of your agenda?

John's reply isn't very clear to me, but it looks like SC has no requirement to give notice to HOA members of a meeting of the Board? Is that right, John?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kerry

It is not a SC issue. It is our Bylaws. You are correct. Our Bylaws do not call for advance notice to voting members of a BOD meeting unless the members will be required to vote. Put another way, unless the members will be asked to vote on an issue they do no have to be notified there is a BOD Meeting. Not justifying it, but it is what it is.

While I may not agree with the above the other side of the coin is some states have gone overboard. Some so bad that a BOD Member must notify all felolow owners in writing 30 days before they pass gas. Does Stirling/Davis ring a bell.......LOL

One simple and cost effective method is to set a BOD schedule in advance as I suggested earlier. I believe this can eliminate the time and cost to notify every time there is a BOD meeting and let all know in advance.

Overall, SC keeps its fingers out of how corporations (like an HOA) operate their businesses. SC Article of Corporation are riddled with rules/regulations but they are generally followed by "unless the Corporations Bylaws say otherwise". Bylaws rule here and generally that is fine with me.

Our Bylaws are clear on Annual and Special Meeting notifications, procedures, etc.

MikeL13 (South Carolina)
Posts: 83

Posted:

My question only came to mind due to someone's question on board members speaking about an issue outside of a meeting. Our documents require BOD meetings to be open but there is no duty to inform so no-one knows when they are. I was just curious if this is typical wording in documents.

KerryL1 (California)
Posts: 14,550

Posted:

IMO, Boards can help avoid being accused of secrecy, cronyism, etc., if they notify H/Os in advance of open board meetings. What good is an "open" meeting is no one knows about it?? If the time, place is purposely withheld? Seems like the only reason to not notify is if that Board is up to no good! Or is afraid of feedback from those pesky H/Os.

How expensive is it to post a notice in a common area? Or on your website if you have one? Or send an e-mailblast to whoever is willing to be on such a list?

DouglasK1 (Florida)
Posts: 2,046

Posted:

Quote:

Posted By MikeL13 on 06/19/2014 2:56 PM
My question only came to mind due to someone's question on board members speaking about an issue outside of a meeting. Our documents require BOD meetings to be open but there is no duty to inform so no-one knows when they are. I was just curious if this is typical wording in documents.

What the docs say and what the law says might be different (the law wins, btw). Our bylaws say nothing about meetings being open to homeowners, or any notice required. "Regular meetings of the BOD should be held monthly without notice at such place and hour as fixed from time to time by resolution of the board". Florida law (as an example), however:
A meeting of the board of directors of an 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 between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege.

and

Notices of all board meetings must be posted in a conspicuous place in the community at least 48 hours in advance of a meeting, except in an emergency.

There is more detail to the law, but this is the gist. In your case, state, county, or city law could have provisions that require notice. None of the SC posters has jumped in with any reference to a state law yet, so there might not be anything statewide there. Smaller counties and cities are not likely to have their own requirements, bigger ones might.

Escaped former treasurer and director of a self managed association.

JM10 (California)
Posts: 503

Posted:

Without the Stirling Davis Act, we would not have been able to attend meetings and we would not have been able to take our HOA to court. The Stirling Davis Act is modeled after the Brown Act. Both are Sunshine laws. As someone who benefited from the Stirling Davis Act and as a journalist, I believe strongly in sunshine laws.

In a democracy, one should want all the members to be informed and involved. The same should go for nonprofits like HOAs: homeowners should be involved and informed or at least given the opportunity to do so.

Our board lost in small claims court three times in less than six months and the insurance had to pay for our attorneys. There was stuff going on including fraud, slander, libel and theft.

Our CC&R required any meeting notification to be 10 days in advance while the Stirling Davis required 4 for board meetings. The 30-day notice is for specific types of meetings.

A year before we left I asked about termite inspections. Just before we left, they found termites in our roof and recommended tenting the five units that make up one building. The board refused to meet at all (since they would have to invite us to the meeting). Bad karma on them. One of the board directors had to pay for an inspection and treatment about a year later. He had termites, also in his room. Again tenting was recommended however, the unit that was in between our former unit and that director's unit also belonged to the alpha director. That director will probably never allow termite inspection because he's doing things that are against the CC&R.

It really sound like the board in question doesn't want to involve and inform the members. That's a red flag. I hope it isn't so. The situation could come back to bite you.

PitA1
Posts: 222

Posted:

South Carolina actually has a very comprehensive not-for-profit corporate law which is NOT riddles with: 'unless otherwise......'.

see: http://www.scstatehouse.gov/code/t33c031.php

here in SC we need not think, just follow the actual law

RichardP13 (California)
Posts: 1,767

Posted:

Quote:

Posted By JM10 on 06/20/2014 8:33 AM
Without the Stirling Davis Act, we would not have been able to attend meetings and we would not have been able to take our HOA to court. The Stirling Davis Act is modeled after the Brown Act. Both are Sunshine laws. As someone who benefited from the Stirling Davis Act and as a journalist, I believe strongly in sunshine laws.

In a democracy, one should want all the members to be informed and involved. The same should go for nonprofits like HOAs: homeowners should be involved and informed or at least given the opportunity to do so.

Our board lost in small claims court three times in less than six months and the insurance had to pay for our attorneys. There was stuff going on including fraud, slander, libel and theft.

Our CC&R required any meeting notification to be 10 days in advance while the Stirling Davis required 4 for board meetings. The 30-day notice is for specific types of meetings.

A year before we left I asked about termite inspections. Just before we left, they found termites in our roof and recommended tenting the five units that make up one building. The board refused to meet at all (since they would have to invite us to the meeting). Bad karma on them. One of the board directors had to pay for an inspection and treatment about a year later. He had termites, also in his room. Again tenting was recommended however, the unit that was in between our former unit and that director's unit also belonged to the alpha director. That director will probably never allow termite inspection because he's doing things that are against the CC&R.

It really sound like the board in question doesn't want to involve and inform the members. That's a red flag. I hope it isn't so. The situation could come back to bite you.

JM

The act is actually the Davis-Stirling Act. It carries the names of Gray Davis and Larry Stirling, neither one having much to do with the bill. It was authored by an attorney who happened to be living in Leisure World, one of the largest HOA's in the country.

The meeting notification of 10 days is for member meetings, not board meetings.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Pita (thanks John ) sent me looking.

The bottom line is while our Bylaws do not have any rules regarding notice for Regular Meetings, SC Nonprofit Corporation Articles of Incorporation does:

SUMMARY

SECTION 33-31-705 says a corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice also may be fair and reasonable when all the circumstances are considered.

(c) Notice is fair and reasonable if:

(1) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or if notice is mailed by other than first class or registered mail, thirty, nor more than sixty days before the meeting date;

Good lesson here. Just because ones docs do not say anything, there are higher powers. It also says one's Bylaws could be different (like say no fewer then 30 days notice) but they must be fair and reasonable.

KerryL1 (California)
Posts: 14,550

Posted:

Good work, John. BUT, it refers to meetings of "members," not the board of directors. Maybe it refers to board meetings somewhere else?

Anyway, I would hope that SC HOA's boards would give members notice of open board meetings just as a common courtesy and to build trust.

MikeL13 (South Carolina)
Posts: 83

Posted:

Thanks John(Pita) and JohnC, I have read through http://www.scstatehouse.gov/code/t33c031.php many times, it's one of my favorites in IE. Like Kerry said, all wording appears to be for notifying members. There is nothing that I have seen for board meetings.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Mike and Kerry

SECTION 33-31-820. Regular and special meetings.

(a) If the date, time, and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

(b) A board of directors may hold regular or special meetings in or out of this State.

(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other simultaneously during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

I am not nor do I play a lawyer.

That said, I would interpret the above to say a BOD Meeting is a Regular Meeting.

RichardP13 (California)
Posts: 1,767

Posted:

The way I read the legislation is that "regular" Board meeting are something the members know when and where the meetings are held and therefore no notice is necessary. "Special" meetings, by its very nature would require some form of notice.

In my professional opinion, these guys in the state legislature get paid more money than the "crap", oops, work they produce.

MikeL13 (South Carolina)
Posts: 83

Posted:

Ya know John, that could be correct. I'm thinking regular meetings of the membership. Some HOAs do have regular membership meetings, not just the annual. This is one of those fine lines you always hear about. lol

MikeL13 (South Carolina)
Posts: 83

Posted:

Also, our documents only say there needs to be a directors meeting every quarter. There is no mention of time and place.

PitA1
Posts: 222

Posted:

NOT: SC Nonprofit Corporation Articles of Incorporation

Actual:

South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations

CHAPTER 31 - SOUTH CAROLINA NONPROFIT CORPORATION ACT

Articles of Incorporation are filed with the Secretary of State for the purpose of establishing / registering the corporation itself.

KerryL1 (California)
Posts: 14,550

Posted:

Again, though, I see nothing that says members must be permitted to attend boards of directors meetings let alone get notice about them.

Our bylaws use the language of regular meetings of the board. We're required to have 4 a year, but have them once a month. 4 day notice to members is required.

I'm pretty sure, John, that regular meeting and board meeting do not mean the same thing.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By KerryL1 on 06/20/2014 3:40 PM
Again, though, I see nothing that says members must be permitted to attend boards of directors meetings let alone get notice about them.

Our bylaws use the language of regular meetings of the board. We're required to have 4 a year, but have them once a month. 4 day notice to members is required.

I'm pretty sure, John, that regular meeting and board meeting do not mean the same thing.

Kerry

I am not nor do I play lawyer.

I beg to differ. I believe in SC that Regular Meeting and BOD Meeting are the same thing.

As Richard said, I can assure you that the majority of the SC Legislators are far, far, far from the sharpest knives in the draw......LOL

PitA1
Posts: 222

Posted:

Maybe it refers to board meetings somewhere else?

Yes, it does.

w/o looking up the specifics: 10 day notice must be given/posted for SCHEDULED BOD meetings

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