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SusanK9 (Washington)
Posts: 1
Posted:
As a BOD, can we have closed meetings to discuss issues/plans before our regular BOD meetings which are open to the membership? So, basically we would have the "meat" of the discussion ahead of time and then just have to hit the bullet-points at the BOD meetings where we would vote so it is documented.
GlenL (Ohio)
Posts: 5,491
Posted:
I would say no.

RCW 64.38.035
Association meetings — Notice — Board of directors.

(4) Except as provided in this subsection, all meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose for the closed session. Reference to the motion and the stated purpose for the closed session shall be included in the minutes. The board of directors shall restrict the consideration of matters during the closed portions of meetings only to those purposes specifically exempted and stated in the motion. No motion, or other action adopted, passed, or agreed to in closed session may become effective unless the board of directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified. The requirements of this subsection shall not require the disclosure of information in violation of law or which is otherwise exempt from disclosure.


Studies show that 5 out of 4 people have problems with fractions
KerryL1 (California)
Posts: 14,550
Posted:
We do have one or more posters from WA who know your State's statutes.

I do think I recall that WA is an "open meeting" state and no matter what you call them, these "planning sessions" are not permitted if done by a quorum of directors discussing your HOAs' business except in meetings open to your membership. You may have notice requirements too

The purpose of open meeting legislation is so that Members (Owners) can see and hear the deliberative process--HOW decisions are made; the process by which you discuss and debate these decisions. the philosophy of open meeting legislation, in part, is exactly so that Owners can see the meaty part--the sometime-- unpretty process of how "sausage is made."

"issues," on the other hand might be of the retype that should be discussed in closes, that is to say, executive sessions.

Look at your own bylaws first, and then at your state statutes for info on both types of meetings.
MarkM31 (Washington)
Posts: 556
Posted:
The answer is no, the RCW is clear
MelissaP1 (Alabama)
Posts: 13,836
Posted:
Our meetings were always open even when discussing the "big" issues. The first part of the meeting we discussed the Collections report but ONLY the board members had access to that list/information. We just did not use names but referenced the Lot# ONLY. The membership just needed to see what actions we were taking to collect on those who were not paying. The membership had no feedback on this portion. They could ask only about their own accounts and in private after the meeting.

The next part of the meeting we discussed the expenses. This was completely open and copies provided to all. The owners could see what we had spent money on. Anything out of the ordinary or special was discussed or explained. The money was already spent at this point.

New Topics or issues were then addressed after the money. We outlined the issues and/or plans. This is when we as a board discussed the issues of the HOA and what/when we will form a solution. The owners could listen in. Mostly making the final or future decisions. We also read letters people had sent in to the board.

Finally, we did let a owners give their feedback. They had heard and seen all of our decision making by this point. Nothing hidden. That way they could see how we had decided and why. If the owners had a valid point or issue, they could express that and then put it on the list to discuss that meeting or the next.

The whole meeting system is entirely flawed in the first place. A decision to change a light bulb can take 3 months. Considering that if you follow the rules exactly and you have monthly meetings. 1st meeting someone had to mention the bulb burnt out. 2nd meeting had to discuss money to spend and who to do it. 3rd meeting had to agree to pay out the money and buy the light bulb. That is because the only time board members are to make official decisions and to meet officially is at the monthly meetings. If you don't, then you get accused of doing things crooked and behind the backs of members. However, how you supposed to get on the same page if you can't talk to each other?

Sometimes you just have to find a system that works for your HOA. Still do the official work out in the open. However, you may find emails or a website helpful. Those are still subject to being open and available but it will show the work and get it done.

Former HOA President
CharlesB20 (Colorado)
Posts: 15
Posted:
I must agree with KerryL1 (California), who rightly emphasizes the principle of transparency in having open board meetings, where all HOA board business should be conducted. As a manager of HOAs, it is my observation that when boards want to have any sort of "working session" or "closed planning meeting," it is because they do not want homeowners to be present to participate in the process of governance. It is because of the proliferation of this type of thinking that state lawmakers find it necessary to enact legislation requiring HOA boards to hold open meetings and to narrowly restrict the reasons for which boards may legitimately go into executive session, as is the case in Colorado.

It really should not matter how state law treats the matter of open meetings. Boards of directors should simply do the right thing and conduct all business in the open. This is one way that boards show respect for the process and respect for the homeowners of their associations.
KerryL1 (California)
Posts: 14,550
Posted:
I very much agree with you, CharlesB and especially like your quote: "Boards of directors should simply do the right thing and conduct all business in the open. This is one way that boards show respect for the process and respect for the homeowners of their associations." Your emphasis on respecting owners is one I share.

I also agree that secretive, abusive boards have prompted open meeting legislation.

Melissa, competent, efficient boards do not need to meet to vote on minor repairs like changing light bulbs. It's all about delegation: Either the property mgr. assigns the task or a delegated director manages simple tasks like that.

Fine citation, Glen, of OR statues; should help Susan lot.
MarkM31 (Washington)
Posts: 556
Posted:
You mean Washington
KerryL1 (California)
Posts: 14,550
Posted:
You're right, Mark, I meant WA!

OR is on my mind because I just learned my sister/spouse are moving into a new (declarant controlled) HOA there. They've never lived in an HOA before
MelissaP1 (Alabama)
Posts: 13,836
Posted:
It was an example... And yes even why we spent money on paper towels for the clubhouse and the board member reimbursed for doing it was disclosed. People would question why a check was written to a board member. Truly open HOAs do not shy away from even the small items...

Former HOA President
JonD1
Posts: 2,350
Posted:
Our monthly board meetings have been closed for 33 years and somehow we do just fine.

in NY either way is permissible. I find it interesting that some folks seem to imply open meetings are the only way to go when in fact they have no other option.

And I for one don't feel the need to impose my opinions as to how things should be done on anyone else.

I prefer les government direction, less restrictions and less obstacles in getting things done.

And with participation rates in most HOAs at very low levels the myth of open meetings providing transparency to the 4 or maybe 5 people that might attend meetings proves empty.

The shareholders in these corporations elected managers and as with most corporations shareholders don't then get invited to board of directors meetings.

I for one am glad we get to hold meetings as WE see fit rather than having someone else's idea of right imposed on property owners who never requested outside direction.
NpS (Pennsylvania)
Posts: 4,216
Posted:
Quote:
Posted By JonD1 on 02/11/2015 6:30 PM
Our monthly board meetings have been closed for 33 years and somehow we do just fine.

in NY either way is permissible. I find it interesting that some folks seem to imply open meetings are the only way to go when in fact they have no other option.

And I for one don't feel the need to impose my opinions as to how things should be done on anyone else.

I prefer les government direction, less restrictions and less obstacles in getting things done.

And with participation rates in most HOAs at very low levels the myth of open meetings providing transparency to the 4 or maybe 5 people that might attend meetings proves empty.

The shareholders in these corporations elected managers and as with most corporations shareholders don't then get invited to board of directors meetings.

I for one am glad we get to hold meetings as WE see fit rather than having someone else's idea of right imposed on property owners who never requested outside direction.


Hubba Hubba

Sikubali jukumu. Read all posts at your own risk.
GlenL (Ohio)
Posts: 5,491
Posted:
Quote:
Posted By JonD1 on 02/11/2015 6:30 PM
I for one am glad we get to hold meetings as WE see fit rather than having someone else's idea of right imposed on property owners who never requested outside direction.

Ah yes it works for you now while you are the benevolent dictator presiding over your fiefdom but what happens when you can no longer serve? I know, you won't be there so who cares.

Studies show that 5 out of 4 people have problems with fractions
RichardP13 (California)
Posts: 163
Posted:
touché
JonD1
Posts: 2,350
Posted:
Quote:
Posted By GlenL on 02/11/2015 8:46 PM
Posted By JonD1 on 02/11/2015 6:30 PM
I for one am glad we get to hold meetings as WE see fit rather than having someone else's idea of right imposed on property owners who never requested outside direction.


Ah yes it works for you now while you are the benevolent dictator presiding over your fiefdom but what happens when you can no longer serve? I know, you won't be there so who cares.

Well Glen you have made quite a few assumptions. Dictator we'll not so much. Rather someone willing to do the job while many others sit on their hind quarters in a comatose state. In are last election of the 71 total votes cast I received 68. Not a bad percentage. And forgive me but entering my 28th year of holding elected office WE must be doing something right. You are right though in the event I can no longer serve that certainly would pose problems.
But if the meetings are then opened that should fix everything like it does elsewhere.
MarkM31 (Washington)
Posts: 556
Posted:
Stalin had similar election results
SheliaH (Indiana)
Posts: 6,964
Posted:
As you can see from the bulk of the responses, the answer is no. The meat of the discussion is exactly what homeowners need to hear so they have a better understanding of the issue, the pros and cons of each option and why the board made its decision.

If you're concerned about saving time, there are other ways to do that - starting with expecting all board members to read the agenda and other documents they receive BEFORE the meeting. That speeds up the discussion and ensures everyone's making informed decisions. You can also set a time limit on each agenda item and enforce parliamentary procedure so no one speaks out of turn, has side conversations, etc.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
KerryL1 (California)
Posts: 14,550
Posted:
Fine reply, Sheila. I especially like your advice about how to keep meetings moving along.

My first reply was to try to explain to Susan the purposes of open meeting laws. This fit nicely with Glen's citation of the WA legislation one minute earlier.

So I don't know why men from "closed meeting" states felt they had to salute their Boards' approaches. Susan's question, which they neglected, was solely about WA.

Melissa, When boards properly delegate authority to handle/manage certain tasks, as I tried to describe above, there is no need for Boards to vote to approve the purchase of paper towels. The receipts, of course, are available for any homeowner, following proper procedure, to inspect (at least in CA & some other states--don't know about AL).
JonD1
Posts: 2,350
Posted:
Quote:
Posted By KerryL1 on 02/11/2015 9:54 AM
I very much agree with you, CharlesB and especially like your quote: "Boards of directors should simply do the right thing and conduct all business in the open. This is one way that boards show respect for the process and respect for the homeowners of their associations." Your emphasis on respecting owners is one I share.

I also agree that secretive, abusive boards have prompted open meeting legislation.

Melissa, competent, efficient boards do not need to meet to vote on minor repairs like changing light bulbs. It's all about delegation: Either the property mgr. assigns the task or a delegated director manages simple tasks like that.

Fine citation, Glen, of OR statues; should help Susan lot.

Kerry perhaps this might clear up your confusion.

Seems from your post above on this thread you take the position the "right" thing to do is do all business in open session. Comes across as you being the judge of right and wrong in each and every state and HOA. Hence, my response as us being able to conduct business for more than 3 decades without open meeting. That is why I responded to your comments and contentions.

Like many corporations board of directors meeting in some states and in some HOAs are not open to shareholders. Simply because your state requires open meetings does not make it the only way to go. IMO.

On another note despite my having explained this several times NY is NOT a "closed meeting" state as you seem to like to imply. We here actually have the option unlike your home state.

And contrary to your claims guidelines such as D/S in Californai do hinder the operation of boards and their members to the point of micro-manangement in some cases. I prefer to have those owners who live on each property decide how to handle their own affairs rather than a law professor and a group of politicians. But that's me.

JohnC46 (South Carolina)
Posts: 14,265
Posted:
....guidelines such as D/S in Californai do hinder the operation of boards and their members to the point of micro-manangement in some cases. I prefer to have those owners who live on each property decide how to handle their own affairs rather than a law professor and a group of politicians. But that's me.

I agree.
KerryL1 (California)
Posts: 14,550
Posted:
Way off WA & Susan's specific question, but Jon & JohnC, can you each provide three examples of Davis-Stirling's Open Meeting Act hindering Boards' operation and somehow engaging in micromanagement?

How long did each of you reside in CA HOAs? Were you on HOA boards there? Was your board or HOA hampered by D-S?

JohnC is SC like NY in that Board can choose to have open board meetings?
RichardP13 (California)
Posts: 163
Posted:
To my friends in California that feel they have difficulty in running a successful Board and HOA because of what they feel or have been told by others they can or cannot do "legally".

For associations that hold regular monthly meetings and have issues that come up regular during the course of the month, here are a couple of ideas to think about. This comes from someone who has spent time on other types of Board, mainly government.

1. Set up multiple committees specifically designed to discuss the common issues that come up month over month.
2. Set up an Executive Committee, with a authorized Resolution clearly spelling out its role and limitations. If there are spending limits, make sure it is VERY clear. Any decision MUST be put into the minutes of the following meeting. Attached a set minutes written by the Committee itself.

Now to the fun part, interpreting D/S and the Open Meeting Act, old section §1363.05 and Corporation Code §7211.

Much has been said that emails between directors cannot be conducted. I strongly disagree.

Notwithstanding §7211, the Board shall not the conduct a meeting...... Meeting is described as a majority of the Board at the SAME TIME and SAME PLACE. If I am emailing someone, I might be at work, home or in another state with the receiving parties in the same place, but never in the same place, same time or in real time. Make sure that if you have a managing agent, their duties are clearly defined.

What is clear is in all the statues is that NO ACTION can be taken, but it should not handcuff a Board from preparing and discussing before final decisions are arrived at the open meeting. I don't believe that the D/S would have been necessary if the Board didn't conduct business in secret and hide decisions from homeowners/shareholder. I have seen my share of nightmares in the last 6 years.

Before someone from California questions my opinions, there are written opinions from law firms that differ from one another, so there is disagreement within our own legal community.

What would business or government look like if they followed some people's interpretation of our Civil and Corporation Codes for HOA's.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Kerry

When I first joined this chat there was a poster for CA quoting D-S that she had observed a majority of her BOD Members standing around at an association pool party and chatting. She accused them of having an illegal meeting. Several fellow CAers agreed with her.

Talk about first impressions lasting.....LOL

KerryL1 (California)
Posts: 14,550
Posted:
I think I joined long ago, maybe '11. I recall you citing that rumor, but I also recall it happened in another state! And when I joined and still today, there are typically 2-3 regular posters for CA, so I don't think "several" CA posters agreed with her. if so, they ALL were badly misinformed. And they led you to believe the same gossip??

Misinformed first impressions that stick with us for so many years should be reexamined. There absolutely is no restrictions in CA against a quorum of directors socializing in any setting so long as they're not talking about HOA business. Most recently, we had a fine Superbowl party, a quorum of us directors attended, and sometimes interacted at the food or bar. I promise you we talked about what any non directors talked about.
GlenL (Ohio)
Posts: 5,491
Posted:
If you're doing it right, most meetings should only run an hour or so, including discussions. Now there are obviously exceptions to the rule but unless your HOA is contemplating a major repair/replacement or policy change, if you can't get it done in an hour, there is something wrong.

We had a president who brought an egg timer to the meetings, she would recognize someone and flip the timer and that person had three minutes to make their point. Believe me it kept people on track as there are some who so love the sound of their own voices they will drone on ad nauseum about the most mundane matters.

And while we're talking mundane matters, while the Board is responsible for income and expenditures, it doesn't have to hold a meeting to approve every purchase. We are a COA and have a MC, while some may be self managed and have a handyman, our MC is authorized to approve repairs up to $125.00 without requiring Board approval.

Studies show that 5 out of 4 people have problems with fractions

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