Question for Board members...

Fred,

I see nothing but con's in this idea.

Part of the reason for having open meetings is to make the entire decision-making process as transparent as possible. Information packets are contrary to that purpose as they create a secret means to arrive at a decision, even though you have the best of intentions.

There is nothing wrong with a board member who wants to "sell" an idea preparing a packet and referring to its contents at an open meeting as he presents his opinions and answers questions. The idea that board members would arrive at a meeting knowing the contents of a packet means there will be little to no discussion or questions; this is contrary to the open meeting concept.

You are correct that board members who vote on an item without knowing the issues are not acting in the best interest of the association, but what about the rest of the board members who chose not to discuss the issues openly before the homeowners and took a vote based on undisclosed information in the packets? I find no fault with a director who votes on an issue he knows nothing about if the rest of the board refuses to inform him and the homeowners regarding the issue; I would hope, however, that his vote was "nay."

I think you will have a very difficult time convincing a judge that a board member who did not read a packet before attending a meeting was "absent."

Arizona's Open Meeting Laws (OML) for HOA's is nearly identical to that for public bodies and both are similar to the California OML for associations. A 2005 opinion (number No. I05-004) by the Arizona Attorney General holds that "An Exchange of Facts, as Well as Opinions, Among a Quorum of Members of a Public Body Constitutes a Meeting within the OML, if it is Reasonably Foreseeable that the Topic May Come Before the Public Body for Action in the Future."

Among the sources cited by the AZ AG was a California court opinion that "deliberation connotes not only collective discussion, but also the collective acquisition and exchange of facts preliminary to the final decision"

My suggestion is that you acquaint yourself with the Open Meeting Law and the purposes behind it. Your wish to rely on informational packets seems to run counter to the open meeting laws in at least two states.

Fred,

Interesting proposition. I can understand why you would want to make such a suggestion.
However, I do not agree with such a proposal. Nor do I think it could withstand a legal challenge.

Using your wording, you would first have to define "prepared."

You indicate that this could be the simple act of reading the packet of info provided before a meeting. Of course, reading does not equate to understanding. As Np pointed out, there is an obvious flaw in utilizing "reading the packet" as the definition of being prepared - what about those who may just lie to get the meeting to go forward?

What about items that may not be included in the packet? Does not having info in the packet prohibit a decision from taking place until the next meeting?

Typically, reports, draft minutes and other items that make up a Board package are given out early in order to save time in the meeting. Reading the package ahead of time allows the discussions to start earlier. It would also allow questions to be formed and perhaps allow time for research. However, the actual discussion needs to take place at the meeting. As Larry pointed out, providing a board package early may circumvent the actual discussion process which may lead to bad decisions being made.

Again, I understand your sentiment in the issue. However, unless you have a ton of volunteers just waiting for a vacancy to open up on the Board, it may be best to just deal with the unprepared with a bit of patience and, if needed, be a little more verbose in presenting items that are on the agenda.

Very well-stated Shelia (and others too)...way to go! Excellent, very thought-provoking.

oljim, in texas

This would be impossible to enforce. It is a reasonable expectation that members attend the meetings regularly and that they come prepared. There is nothing to stop a board member from simply saying I read the material and it would be impossible for you to prove otherwise.

The HOA that I am a director has a three missed meetings and the seat is vacated rule. Unfortunately, the only requirement is that you are physically present! It has been used once and that was a challenge because the other board members did not feel it was neighborly. When that director did attend it was clear that he was not prepared. That director missed approximately 14 monthly meetings in a two year period. We now have one who misses two and comes to one.

I am impressed that there is a board packet before the meeting. In my situation its like pulling teeth just to get a boiler plate agenda.

I'd say one of the best things you can do is to come to the meetings fully prepared, abreast of all of the issues (at least at high level) and necessary votes.

I did a complete search of the opinion and found no reference to board packets.

Indiana has an open meeting law, but it applies to government bodies. Are you sure that case also applies to private organizations like HOAs, as this one concerned a city board of supervisors that spends tax dollars which everyone pays (and therefore, details on spending shouldn't be a secret)

I'm all for transparency, but I see no reason why the board shouldn't get some sort of packet to review before the meeting. In our meetings, the discussion would begin with an overview of the agenda item so everyone knew was being discussed - all you really need to do is make a copy of the packet available to attendees so they can follow along.

If someone requests a copy of our board meeting minutes, he or she would also get a copy of the management report for that meeting so they would have the detail they needed and they can always ask the property manager or a board member for more information.

Since I live in the DC area, based on my observations, I believe that Washington has come to a screeching halt and has already been idling for several years.

First, Richard is right. I was, in fact, at an HOA workshop from 8-3:30 today. Among the speakers was an HOA attorney, who made it clear CA's Davis-Stirling Open Meeting Act is NOT CA's Brown Act, though it shares some features. The Brown Act applies to public agencies.

As Richard points out, Boards of many large or complex HOAs' directors are given a "Board packet," "Board Book" or Directors Reports a few days ahead of scheduled meetings--five days in our case. But a quorum of us directors in CA MAY NOT discuss the contents prior to the open meeting per the Open Meeting Act. In our case the packet is compiled by our PM.

Because of this restriction, all items are discussed & dilated pretty thoroughly.

In this packet are some financials (the rest come to directors online to save paper--our financials run about 120 pages); treasurer's report, minutes from previous meeting, committee reports, rehash of the topic(s) for Old Business, background materials for New Business. My agenda time of last week was a one page memo justifying the action I wanted the board to take, and 2 pages of background data--some from our CC&Rs.(It was approved.)

Some of our 7 directors read only the topics that interest them and that they understand--this is obvious based on their questions at meetings. Yes, it's very aggravating! One directors often expresses opinions based on her "reading" of the packet, but I'm certain she has reading comprehension issues. Only two of us, I'd say, read every item completely for every meeting.

Votes, for better or worse, often are based on which director makes her/his case most persuasively, or on the numbers & other data our PM provide. Our PM also supplies a summary of each agenda time in her Management Report, which is in our board packet.

Lack of knowledge, so far as I know, of the specifics of each agenda time is not legally a reason to silence directors' votes. We cannot force a director to recuse him/herself for that reason. In fact I don't think we can force directors to recuse themselves for any reason. But that's a legal question, Fred, that you should ask your HOA attorney. I also don't think such an attorney would approve of your making bylaws about this. In cases when directors feel badly uninformed, they should abstain. (Whether they abstain or recuse themselves, they still count toward quorum, by the way.)

But I share the same frustrations as you do, Fred. And I didn't her in the workshop today how to force directors into becoming more avid and literate raiders!!

We do have A Code of Ethics that states directors should come to the meetings prepared, but that's disregarded by some.