Is a meeting necessary?

Most States define a meeting as a quorum being present and business being discussed.

Expecting that the two of you make a quorum and decisions are being made while you walk the street, then technically that is a meeting.

However, if your just walking the development to identify issues (but not deciding how to address them) then that would be fine. At your next scheduled meeting you can then discuss and make the decisions on how to address the issues you have seen.

Now - to be realistic, if nobody is complaining and you don't really have membership participation in your board meetings, you can likely get away with making the decisions while you walk around. Simple mention the decisions you made in the minutes of your next meeting. Just keep in mind that its not the correct way to do things.

DonA2,

Is your Association self managed, or is there a Management Company?

We normally have only a three person Board (due to lack of homeowner participation). There are no committees or anything else at this time. We do have a Property Management Company. We are ok with calling a meeting if necessary. Would just like to know when one is required and if there are any times where one isn't.

That is basically what was decided before we even went out, that no decisions would be made during the walk. We just want to CYA in case it becomes an issue with some of the members (I don't think it will, but you never know).

I would assume that the requirement of a meeting, whether annual or otherwise would be stated in your HOA's governing documents.

Our HOA had this discussion last week. What constitutes a meeting? When NOTHING is being voted on, or we are meeting with a city official or vendor to discuss a bid, but again, nothing is being voted on, we do not feel that this requires the notification of the community, based on our bi-laws.

Each set of governing documents might be different in this regard, so I would encourage you to read those when determining if notification to homeowners is required. In our instance, it is always required for the annual meeting. We ALWAYS notify residents on annually and regular quarterly meetings or if we call a special meeting in which we intend to vote on an item.

When it comes to just a few HOA members getting together to discuss the service level one vendor and no vote is required or to gather together to look at a reserve study, we do not notify residents.

Don,

Based on the statutes and an Attorney General opinion, I would call your two-board-member walk-about a meeting.

My question is why? As in why does it take two board members to walk around looking for trouble? You have a management company so why not ask them to do the walk-around? Or just one board member at a time? Or appoint a non-board member to do it.

Our meeting laws in CA are similar to yours in AZ (from what I've learned from Larry & sometimes Fred).

If you want to be really safe--just stick a notice as required by AZ that you're meeting to conduct a walkthrough of the premises. By giving notice, you two CAN make decisions, write the minutes, etc.

Ruth I think that AZ laws about meetings might be different than your in TX.

I'm aware of what we need to do to notify our members. However, what I am being told, and what my understanding is that because the two of us getting together, for almost any reason, constitutes a quorum of the BOD, it would be considered a meeting and therefore notice should be given. Now we probably could continue to meet from time to time and just discuss things, without making any kind of decision, but to be on the safe side, I think we will notify the members anytime we decide to get together.

John,

I think that the difference here is that it's not just two Board members. It's currently the entire Board of that Association.

My Association has often had one or two Board members meet with contractors or walk the development looking for common area problems and make a report at the next Board meeting. However, for us, two Board members is not a quorum, nor is it the entire Board.

Opps, sorry about that. I meant Jon.

Unfortunately, Texas law won't cover me in Arizona. But thanks anyhow.

Sorry, here is the applicable section for AZ:

10-3821. Action without meeting.

This statute defers to the Articles of Incorporation. Therefore, you need to check those documents as well.

10-3821. Action without meeting:

A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes filed with the corporate records reflecting the action taken.

B. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document.

D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent.

E. For the purposes of this section, a consent may be signed using an electronic signature as defined in section 44-7002.

You could do what we do in our association. We call it a "social gathering". Between our quarterly meetings that are fully detailed and advance notice is given to the membership, members of the board will meet in a local restaurant for social time. We sometimes talk about association stuff but truly it is a time for all of us to have an adult beverage and learn more about each other. Obviously if we talk about association business (landscaping is always a big topic), we make sure we do not have an actual vote. It's more to get background information about a topic and then address it formally in the next quarterly meeting. I have been on the board for 6 years (president for 4 of those) and I find these social gatherings to be extremely useful.

Don, to clarify: our quarterly meetings are fully disclosed and advance notice is given. Our social gatherings are not and are just attended by the board. Again, it is just a social time for the board members to catch up (some of them have school-aged kids in the same school). We are a 5-member board and not everyone can attend each time.

I think I have my answer once and for all. But thanks for all the input.

Arizona Revised Statute 33-1804 Sec D para. 4 states "4. Any quorum of the board of directors that meets informally to discuss association business, including workshops, shall comply with the open meeting and notice provisions of this section without regard to whether the board votes or takes any action on any matter at that informal meeting."

So I guess whenever two of us meet for what ever reason, it is a meeting.

Don a key phrase is "association business." If you and the other director get together to socialize and not discuss HOA biz., it is NOT a meeting.

If one of you should bring up an HOA topic--say your'e ding out to your local pub, "this section of landscaping looks lousy." ; The other might reply "You know? Let's put that topic on our next open meeting agenda."

Don

Please after you invoke the notice to owners about your next stroll around the property let us know what results.

Will you have a group of owners joining you?

Will it just be you and the other board member?

I would be interested in knowing.

Our documents require notification by Western Union drafted in the 80's.

We have decided to run the risk of non-compliance with that statute.

So far the HOA police have failed to arrest, charge and imprison any of us for this violation.

Do you have anyone Don who would make this an issue?

OK

Confession time here. We are presently "interviewing" landscaping companies. Yesterday on behalf of the BOD and our Management Company, I met with one landscaping company owner and walked him around to show him our HOA. I purposely stopped and spent time chatting with him in front of two of our biggest Chief Complaining Officers (CCO's) homes. I know they saw me. I know I am not a quorum of our BOD but I admit I wanted them to see me and wonder what was going on, Childish I admit, but I was hoping to pi$$ them off.........LOL

Hope this is not to far off subject.

We do not require open meetings so they have noting to "legally" complain about. Just the fact that saw something going on and they do not know what is enough to pi$$ them off so mission accomplished........LOL\

In that case Don best to go by the book.

So the president was recalled and who stepped up to serve out of those doing the recalling?

Many times people become blinded by abiding by the letter of the law and lose sight of how the community is served.
My job is to serve the best interests of the community first. Satisfying rules, regulations, standards is further down the line for me.

Thankfully here we have less government requirements and oversight in the name of creating a feel good atmosphere.

I prefer common sense. Much easier to get things done.

I must agree with JohnC46... From a practical point of view, the board should simply call it a meeting, and then be done with all this angst.

From my experience managing various HOA portfolios (including my personal observations of how executive boards work), I do not think there is any way that if two directors-- and these two individuals constitute the entirety of the board-- are walking the property, taking note of various issues, etc., there is no way that they are NOT going to make decisions as a result of their observations during the walk-about events. No, they are not going to wait until the next scheduled and announced board meeting to take official action. So, it is best to follow the protocols established in your Bylaws and in the statutes of your state, announce the walk-about and declare that it will be a meeting, warmly include any homeowners who may wish to participate, get their input before taking decisions, keep minutes of the meeting, and get on with business. Thus, if anyone should accuse the board of having a secret meeting or of taking decisions outside the forum of an official meeting, there is an official record showing that the event was indeed a meeting of the executive board, and that all procedures were strictly observed, without exception.