Management company employees at HOA meetings (California)

Is there any case law in California that supports attendance of management company employees at HOA meetings and HOA board meetings?

My reading of the SB Liberty vs. Isla Verde case (2013) points to members only being permitted to attend.

One reason for exclusion is to prevent a management company representative from controlling the meeting (with the acquiescence of a weak board).

Another factor is that a free and open discussion of the management company's performance is discouraged unless only homeowners are in attendance.

It would make my job that much easier and I would have so many late nights.

Ken,

Couple of questions:

1. Are you a Board member?
2. Why would you want to exclude a PM from attending. Who's fault is it that you may or may not have a "weak" Board?

If you don't like the PM, or feel they are incompetent, and you are not a Board member, you have every right to garner support among your other agreeable homeowners, run for the Board, gather a majority of Board members and make the change you may be seeking.

The Davis-Sterling web site says this about who may attend HOA meetings:

" Unless an association's governing documents provide otherwise, the legal right to attend meetings as provided for in the Open Meeting Act is reserved for members only. (Civ. Code §4925.)"

>> 1. Are you a Board member?

Past board member. Currently doing volunteer work for the board.

>> 2. Why would you want to exclude a PM from attending.

- It's important that our HOA comply with the California Civil Code. If we operate outside the law, it possibly raises issues with our insurance.

- The HOA enjoys the benefit of corporation status, which provides protection for individual homeowners. If that protection is marginalized (AKA "piercing the corporate veil"), individual directors and homeowners might be exposed to lawsuits - for example to collect a legal judgment if the HOA loses a lawsuit.

- There's also the fact that some homeowners have been unhappy with the management company's performance. Having a representative of the company sitting in the HOA board meeting is not conducive to a frank and open discussion of the company's performance.

So that mean the association's legal counsel would not be allowed to attend meetings?

You need to post the Civil Code, not an attorney's opinion. Civil Code reads differently.

Douglas

Well Said!

Kerry,

Below is the actual statue Ken cited. What Ken and you have posted is an attorney's opinion. There is a difference. As the PM or managing agent, the contract or agreement between the two parties will include attending a specified number of meetings and possibly taking the minutes of such meetings. So to legally answers Ken's question, my contract gives me that authority or right.

Civil Code §4925. Open Meetings; Open Forum

(a) Any member may attend board meetings, except when the board adjourns to, or meets solely in, executive session. As specified in subdivision (b) of Section 4090, a member of the association shall be entitled to attend a teleconference meeting or the portion of a teleconference meeting that is open to members, and that meeting or portion of the meeting shall be audible to the members in a location specified in the notice of the meeting. [Old: Civ. Code §1363.05(b)]

Ken,

One thing to keep in mind is that, as many have cited, by CA Statute, members have a right to attend open Board meetings.

However, the Board may still invite any non-member to those same meetings (contractors, MC/PM, attorney, etc.) for any reason the Board feels is necessary. We often invite contractors to Board meetings when we consider a proposal they have given (as it allows us to ask questions and get answers then rather then a month later).

And how many angels can dance on the head of a pin, Richard? Because quibbling is fun for me sometimes, I'll say that both versions mean that members may NOT be kept out of board meetings (unless, of course, they've been shut out for behavioral reasons).

Both versions mean that members are the only persons who have the right to attend. Everyone else must be invited by the board either via a contract or in some other way.

In a previous post I included a link to the Davis-Stirling.com web site's description of who may attend HOA meetings in California. The Adams Stirling firm is well-known for its HOA expertise.

@Richard, You noted that was just one lawyer's opinion ...

This raises the question of whether that is indeed only one lawyers opinion.

The Daily Breeze ran an article about this in May 2013. The attorney who wrote the piece is Kelly G. Richardson, a partner at Richardson Harman Ober, a law firm that specializes in community association law. Richardson writes the "HOA Homefront" column that's syndicated in a variety of papers and he's the President of the National Community Association Institute.

He wrote about this:
(Source: http://www.dailybreeze.com/business/20130628/hoa-adviser-exactly-who-can-attend-board-meetings-new-guidance-from-the-courts)

"These questions were finally answered in the case of SB Liberty LLC v. Isla Verde Association, in an opinion released for publication on June 18, 2013. As a "published" opinion, it can be used for precedential value to guide associations in the future.
...
"Your association board meetings are for members, and unless your governing documents say otherwise, only members should be permitted to attend."

Attorneys from different California law firms that specialize in community association law are consistent in their published opinion. They apparently interpret the California Civil code and case law differently from the opinion stated here.

Ken

I know Adrian Adams personally. I know Kelly Richardson personally. I serve on two committees with attorneys from both firms.

What I pointed out is that how you word something can change its meaning completely.

For example, there is no law or statue, whether in Civil Code or Corporation Code that requires that a Board member actually be a member of the association. I have had instances where the President of the Board of an Association lived in the apartment complex next door, didn't even own property at the community he was president of. So, in your interpretation, you would exclude the president from attending his own meeting.

The Civil Code was updated to allow members to open session meetings. Civil Code was also updated to make operations and the running of associations and their Board of Directors more transparent making them post agenda with ample time and specifically identifying what was to be discussed.

So, in conclusion, what the statue specifically says is that members are allowed to attend meetings, nowhere does it EXCLUDE others from attending. That is in the hands of the BOD.

Under your scenario, I envision seeing things going to hell in a hand basket real fast.

Thanks for looking at the actual case, NpS. I knew that Ken was wrong. And as I've tried to point out, and Richard has, too, the statute is to make sure OWNERS are not kept out of open meetings.

And, yes, indeed, our insurance agent is coming to our Jn. open mtg. to discuss our policy. And, as los in Jan, our MC's head acceptant is coming to meet with a joint open meeting or our Finance Comm. & board. to explain our complicated budgets.