what constitutes a "meeting

under the Maryland HOA Act.

Our board had a lunch to discuss working relationships, processes and procedures. There were 6 of 7 Board members, an agenda, discussion, decisions, and minutes, but no record of any votes. No documents were made available to the community. We also have a committee that has met several times in "closed working sessions".

When community members (and 1 dissenting board member) challenged the rest of the board, they claim that this does not meet the definition of a "meeting". In fact, one board member stated, "You need to find the definition of meeting. Using your logic if the board attends a wine tasting it's a board meeting required to be open."

Reading the HOA Act, it seems pretty clear to me, but I can't find a definition of what is and is not a meeting.

On the flip side, I am chairman of one of our standing committees. I met with our incoming, and outgoing treasurers to draft a budget for discussion with the full committee The committee meeting and budget discussion are open to membership. Am I violating the HOA Act by not announcing this to the full community?

Finding the actual definition is not necessary, what is necessary in order to be compliant with the rules is to inform your community in some way, shape or form that the board is convening and for what purpose. Depending on the laws of the state, county or HOA, you may need to call a special meeting of the board, (outside of the regular already published meeting dates) homeowners may attend such meetings, but may be prevented from speaking.

So for the meeting the OP listed here, a letter or something should of been sent that you were having a special board meeting for the purpose of: meet and greet etc.

It makes sense that there are rules surrounding a Board meeting because it gives the entire HOA a chance to witness the actions/discussions/motions of the current board. So without proper notice of all board meetings, you are essentially leaving the HOA in the dark, et al.

Carl,

Your state non-profit corporation act may define a meeting for you. I found the following on California's Davis-Sterling website and the references are to California law:

"Meeting Defined. Board meetings are defined by the Davis-Stirling Act as a gathering of a majority of directors at the same time and place to "hear, discuss, or deliberate upon any item of business that is within the authority of the board." (Civ. Code §4090.)

"Business Defined. "Item of business" means any action within the authority of the board, except those actions the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a majority of the directors. (Civ. Code §4155.)"

Using the above definitions, your board had a meeting because they were there to "hear, discuss, or deliberate" the business of the association. The wine-tasting that your board member spoke of would become "a meeting" if a majority of the board attended and discussed association business.

Interesting that the board says what they did does not meet the definition of a meeting while simultaneously implying there is no legal definition of a meeting.

Carl:
Montgomery County Maryland, CCOC (Commission on Common Ownership Communities) just released their summer 2014 Communicator which deals with this very subject. Go to http://www.montgomerycountymd.gov/OCP/Resources/Files/CCOC_Newsletters/2014_Summer.pdf
to access.
Jeanne

Thanks Richard,
I think that part of this meeting could be termed orientation. But since they discussed voting processes and other operational issues and made decisions about those. I believe that makes this a meeting. There is also the issue of one of the committees holding several "executive sessions" that had nothing to do with the items cited as exceptions in Maryland's HOA Act.

Never assume there will not be back channel, off the record, pillow talk, etc. discussions. Anyone that assumes such does not know how business is really done.....Davis Stirling or not.

Well said.