Can a Quorum of Directors Discuss HOA Biz in CA? AZ? VA?

Below is the actual CA Civil Code, eff. 1/12, that I’ve asked Richard, CA, to cut & paste in a subject like this one. I have referenced 4 sources below that anyone can visit. None are my HOA’s attorneys. I invite Richard to provide sources that support his opinion. I'm not asking whether readers LIKE this law or not, just whether they have it in their states.

I cannot say this applies to any other state but would like to see if it's similar to, for example, AZ or VA.

CA Civil Code §4910. Board Action Outside of Meeting Prohibited.
(b) (1) “Notwithstanding Section 7211 of the Corporations Code, the board shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in paragraph (2).”

Our previous & current HOA attorneys, the CEO of our MC, and that firm’s attorney all interpret this to mean a quorum of directors may not discuss or deliberate HOA business online. Passing out information or updates on projects, etc., online is OK.

Davis-stirling.com, a site compiled by a CA HOA law firm, under “Email Meetings”: “Except for emergencies (described below), a majority of directors may not use email to discuss, deliberate and make decisions on HOA business items.”

Under that heading, readers can see all of the ways to easily get things done without this law being an obstacle. In a nutshell: Delegate!

Now, we all know in CA not to make decisions online except in emergencies, but the debate is whether we may “discuss & deliberate,” i.e. everything BUT vote. May we hide the decision-making process--the “how” we reached a decision from homeowners?

Along with the above sources, the below say we may not.

Thou Shall Not E-Mail! 4/24/13 by Thomas Ware
Eff. 1/12, the law bans “...volunteer Directors from discussing, outside of a Board meeting, ‘any action within the authority of the board except those . . . validly delegated to any other person or persons, managing agent, officer of the association, or committee. . . .’” See more at: kgslaw.com/category/homeowners-associations/hoa-board-meetings
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California Law Sets New Requirements for [HOA] Meetings” 4/4/12. www.Pertria.com  
“Except in emergencies, it will not be possible for the board to conduct a meeting by email where there is no member [Owner] observations or participation.” Outside of meetings, then, there may be no discussion of an “...item of business that is within the authority of the board. That means discussions of any matter where the board might act, not just ones that are currently up for a vote.”  
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HOA Board Communications: Three Things You Shouldn't Do Via Email
HOAleader.com, April 2012
“What if a board member proposes purchasing a $59 coupon for a one–hour consultation with a landscaping expert? Is that such a minor expense that it can be approved by the board through email?” ‘You're not supposed to do that—in California at least,’ says [HOA attorney Jim] McCormick.” ‘The idea is that there has to be an open meeting which owners can attend, and the board has to make its decisions as transparent as possible. If it's discussing any item of business over which the board has authority, discussions have to take place at a meeting.’”

forgot the rest

This bill would require the board to notice executive session meetings of the board two days prior to the meeting, unless the meeting is for an emergency, in which case no notice is required. Members cannot attend the executive session meetings, but the author reasons the notice will create an opportunity to keep members informed about what is going on in the CID and a chance to weigh in with board members prior to the meeting.
Electronic communications: CID can be formed as either a corporation or a non-profit and those that are incorporated are subject to the Corporations Code. Corporations Code Section 7211 (b) SB 563 Page 3

allows a board to take an action, that it is required or permitted to take without a meeting, if all board members agree in writing to the action. The written consent is required to be filed with the minutes and has the same force and effect as a unanimous vote of the board. According to the author, this provision is used to allow boards to make decisions via e-mail outside of a board meeting; as a result, members are not privy to the discussion surrounding the decisions and cannot participate in the decision-making process. This bill prohibits a board of directors from taking action on any item of business outside of a meeting and prohibits the board from conducting a meeting via electronic transmissions except in the case of an emergency meeting.

Below I have attached a 2005 opinion from the Arizona Attorney General regarding meetings by email. The statute in question was the Open Meeting Law (OML) that applies to state agencies. The HOA OML is worded mostly the same, so it would be safe to apply the advice to Arizona HOA board meetings.

Note that this opinion cites case law from CA, NV, FL, and VA, as well as AZ. Footnote number 4, however, does reject one Virginia court decision due to a slight difference in the wording of the statutes.

Bottom line, on page 8 the AG said, "I strongly recommend that board members communicate with a quorum about board business at open public meetings, not through e-mails."

The AG also suggested the following be inserted in any email to another board member: "To ensure compliance with the Open Meeting Law, recipients of this message should not forward it to other board members and board members should not reply to this message."

"E-mail is a useful technological tool, but it must be used in a manner that follows the OML’s mandate that all public bodies propose legal action, discuss, deliberate, and make decisions in public."

Perhaps you missed this statement the first time around:

"Below I have attached a 2005 opinion from the Arizona Attorney General regarding meetings by email. The statute in question was the Open Meeting Law (OML) that applies to state agencies. The HOA OML is worded mostly the same, so it would be safe to apply the advice to Arizona HOA board meetings." The OP asked about the practice in AZ HOA's. The Attorney General advises state agencies; he does not advise HOA's.

Thank you for confirming that HOA's are private corporations although I did not know that point was in question.

The Brown Act and the Davis Stirling Act in California are two separate animals. The biggest difference, failure to comply can come with some very severe penalties, unlike the Davis Stirling Act, which is generally unenforceable, as there is no regulatory oversight.

Fred

I read all the analysis. The problem is, it wasn't put into the bill. Below is the definition of a Board meeting. It clearly states, "at the same time and place".

Civil Code §4090. "Board Meeting" Defined.
[Old: Civ. Code §1363.05(k)(2)]

“Board meeting” means either of the following:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.

(b) A teleconference, where a sufficient number of directors to establish a quorum of the board, in different locations, are connected by electronic means, through audio or video, or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the association and otherwise complies with the requirements of this act. Except for a meeting that will be held solely in executive session, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend, and at least one director or a person designated by the board shall be present at that location. Participation by directors in a teleconference meeting constitutes presence at that meeting as long as all directors participating are able to hear one another, as well as members of the association speaking on matters before the board.

In today's world, real-time communication can include:

1) Telephony in the conventional sense
2) Mobile and Cellular Telephone
3) Two-way or multi-way amateur radio
4) IM-instant messaging (texting)
5) Internet telephone
6) IRC-Internet Relay Chat
7) Live Video conference communications
8) Live Teleconference communications
9) Robotic Telepresense

When you leave messages by email, on a bulletin board or on a blog, you're communicating in timeshifting mode, not real-time mode. There is a significant delay between the transmission and the receipt of the information.

Another part of the analysis states "This bill will improve the transparency of CID board actions and ensure that members can participate in decisions that affect their lives and property".

Exactly how does a member participate, Open Forum? From my experience, Board place that at the end, so they don't have to interact with the members.

Here is what Civil Code says, "As provided for in Civil Code §4930(b), boards may:

(1) Briefly respond to statements made or questions posed;

(2) Ask a question for clarification, make a brief announcement, or make a brief report on the person’s own activities, whether in response to questions posed by a member or based upon the person’s own initiative.

So Boards may, but not shall.

In my opinion, the bill solved one problem and that was eliminating, for the most part, Actions without a Meeting". I believe that was the intent. But by not being clear (oh what a surprise) it was then left to interpretation by everyone (god, don't we love it).

To answer one of your questions, not everyone in this business is "corrupt". If we leave all the decision making to attorneys, we will be in a world of hurt and BROKE!

I have two comments:

1) Laws vary by State and governing documents vary by association. Individual board and committee members need to read the applicable laws for their Association along with their own governing documents and comply with them to the best of their ability.

2) The subject line does not match the discussion.

The subject line is: "Can a Quorum of Directors Discuss HOA Biz in CA? AZ? VA?"
The answer to that question (as written) is obvious - Yes.

The discussion is on utilizing e-mails amongst Board and committee members for Association business prior to and between meetings.

Than we have to define what is a MEETING......

What is MEETING?

A coming together of persons ; an assembly.

Particularly, in law, an assembling of a number of persons

for the purpose of discussing

and acting upon

some matter or matters in which they have a common interest.

Law Dictionary: What is MEETING? definition of MEETING (Black's Law Dictionary)

I know that,

Do the Lawyers listen to these code sections? NO,

One Question?

If a Board communicates through email, how do members know what they are discussing? They do not. So the Board can do whatever they want to anyway. How is anyone going to find out???

The only way is to file suit?

To eliminate Lawsuits, do not discuss anything in emails, very simple.

I think that is what they had in mind when making this law.

Richard--in plain language that INCLUDES emails, a quorum of a CA HOA Board may NOT do the below:

CA Civil Code §4910. Board Action Outside of Meeting Prohibited.
(b) (1) “...the board shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail..."

This 1/12 law elaborates on the word "meeting" to include discussions that are NOT simultaneous or in the same place. My citations of 4 attorneys say the same thing.

Larry's AZ fine AG citation says the same thing. While about public bodies, it apparently is part of ordinary HOA life nowadays in AZ. It's very interesting to read, Fred. It does show that a director MAY send some information about Board biz to all directors. It's when there are replies--back-&-forths-- that we can be breaking the law.

Once elected to our board, I had access to all board emails & minutes and saw that 80% of discussions & deliberations were done in secret behind owners' backs. Once we had a majority elected to the board, we vowed never to hide our discussions & deliberations again. It matters NOT if 1% of Owners attend open meetings, 10% or 50%. The PROCESS of decision-making is available, not merely the final PRODUCT.

And, Fred, as I've informed Richard many times now, we hold open forum at the beginning AND end of open meetings. Our Board HAS changed its votes based on Owners comments at the end. It's unfortunate that in none of the HOAs that Richard manages do the boards seem to encourage Owners feedback AT the meetings. Nor does he appear to encourage his boards to even respond to Owner's comments & queries since Boards "may" but not "shall."

And, Richard, you're apparently unable rise to the challenge of citing ANY opinion from CA attorneys to support your personal interpretation. However much you despise attorneys, they are very often paid to INTERPRET the law.

Just out of curiosity, Richard, which HOA bill was sponsored by unions?

I must disagree a bit with Tim, when he wrote that we Boards need to follow the Law and our own docs. Although he's discussed this in the past, laws generally trump HOA docs if there are contradictions. Just one in our bylaws is that the usual may be be discussed in executive session, BUT it's added or "otherwise sensitive" matters. So previous boards apparently defined almost all business as "sensitive." We now ignore that phrase as it contradicts the Open Mtg, Act in CA.

Finally, my apologies for writing an unclear subject line. Trying to be concise, I left out the crucial "Online" part! If still murky after ll the discussion, it should read:

CAN A QUORUM OF DIRECTORS DISCUSS HOA BIZ ONLINE in CA? AZ? VA?

Kerry

It appears you have your own agenda, SO BE IT.

§4090(a)(b) define what a meeting is. It clearly states at the same time and place. An email is NOT. Sorry, I didn't write the law, just follow it. Prove to me that email is considered real-time communication, you can't.

Maybe if you do some research, instead of relying on D-S.com, you might find some of the answers to the questions you ask. The largest sponsor to SB563 was California Alliance for Retired Americans. Look at their Board of Directors, ALL labor unions.

How you how open forum in your association is NOT the norm. It is done at the end for the reason I stated.

I guarantee you that I ran a more transparent association than yours and continue that with my management company. All of my association have web portals free of charge to them. Information is uploaded the day after it is approved by the boards. Everything related to their association is available to each of the owner free of charge, 24/7.

The AZ HOA open meeting law (ARS 33-1804) is patterned after the statutes governing meetings of public bodies (ARS 38-431 et seq.). The operative wording is nearly identical.

While the HOA law is fairly new, the OML for public bodies has been around since the 1980's, at least. It's taught in the law schools and discussed widely in legal circles. It is probably safe to say that there is not a single lawyer or judge in this state who is unaware of the OML for public bodies. While the OML for HOA's is not so widely known, any attorney who finds it would immediately recognize that it is essentially the same law and advise his clients to act accordingly.

Richard and Kerry,

Why don't the two of you simply agree to disagree

Do some independent research and see which one you agree with.

Kerry

Here are the three short examples you posted. I will leave Davis-Stirling.com to last.

Thou Shall Not E-Mail! 4/24/13 by Thomas Ware
Eff. 1/12, the law bans “...volunteer Directors from discussing, outside of a Board meeting, ‘any action within the authority of the board except those . . . validly delegated to any other person or persons, managing agent, officer of the association, or committee. . . .’” See more at: kgslaw.com/category/homeowners-associations/hoa-board-meetings
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In response to complaints of “secret” Board meetings, the California legislature has passed a bill which if, as expected, is executed by Governor Brown will ban volunteer Directors from discussing, outside of a Board meeting, “any action within the authority of the board except those . . . validly delegated to any other person or persons, managing agent, officer of the association, or committee. . . .”

As the bill was passed and signed in 2011, why in 2013 is he expecting Jerry Brown to sign the bill? How does he come up with what he wrote from what was pass by the legislators.
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California Law Sets New Requirements for [HOA] Meetings” 4/4/12. www.Pertria.com
“Except in emergencies, it will not be possible for the board to conduct a meeting by email where there is no member [Owner] observations or participation.” Outside of meetings, then, there may be no discussion of an “...item of business that is within the authority of the board. That means discussions of any matter where the board might act, not just ones that are currently up for a vote.”
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Here is what you failed to included from their article, "Perhaps the most significant aspect of SB 563 is its prohibition (with the exception of emergencies) of what has been known as “action without a meeting.”

HOA Board Communications: Three Things You Shouldn't Do Via Email
HOAleader.com, April 2012
“What if a board member proposes purchasing a $59 coupon for a one–hour consultation with a landscaping expert? Is that such a minor expense that it can be approved by the board through email?” ‘You're not supposed to do that—in California at least,’ says [HOA attorney Jim] McCormick.” ‘The idea is that there has to be an open meeting which owners can attend, and the board has to make its decisions as transparent as possible. If it's discussing any item of business over which the board has authority, discussions have to take place at a meeting.’”

What you posted is action item, you are approving an expense item.
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All the above references have to do with making decisions. That has never been in question.

In 2009 when I got involved in the HOA business I did a lot of research on davis-stirling.com and found the information and opinion very useful. For two years starting in 2011, I work for an HOA attorney. What I learned from the staff of attorney was to read the whole bill and all the intertwining language that goes with it.

Doing that, and why I have less respect for the opinions on davis-stirling.com are from two court cases that involved in some way, my association.

First was Wittenberg v. Beachwalk HOA. We all know that candidates, whether running for office or advocating a point of view for amending documents are supposed to have access to common area meeting space at no cost. The law firm who manages the website spent $250K of the association's money denying the Plaintiff that right and lose!

Second, was Francis T. v. Village Green. Their opinion was that because the California Supreme Court back in the 1980's made a slight reference to HOA "somewhat like" being a landlord, that for all intents and purpose HOA shouldn't be allowed to suspend utilizes to terminate occupancy.Where in the world they came up with that one is beyond me. The case involved a lady who put up the wrong type of light and the Board asked or told her to remove the light. Instead of removing the light, she turned off the main switch to her unit as that is where the light was wired to. The HOA didn't turn the utility off.

The point is, sometimes the opinion of an attorney ain't worth the paper it's written on. Maybe the person to ask is the individual who authored the bill in the first place.

But, until a court decides, please don't tell me it's illegal.

Oh, here is a comment By Michael W. Rabkin, Esq of the law firm of WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN. The article was printed in the January-February FOCUS magazine of the CAI-Greater Los Angeles.

Although SB 563 restricts non-emergency action by a board outside of a meeting, it (ironically) gives boards wiggle room to delegate decision-making between meetings to a person (e.g., manager or officer) or an executive committee of the board. It is anticipated that many boards will simply begin delegating certain in-between-meeting decision-making to persons or executive committees (which must be comprised of less than a majority of the board). For example, at one of the four types of meetings discussed above, a board could vote to delegate to the president the authority to authorize maintenance and repair expenditures not to exceed a certain dollar amount in between meetings.

It is worth noting that if, as discussed above, a board has delegated the decision-making authority to a person or an executive committee, SB 563 does not seem to prevent the board members from having discussions vie e-mail in between meetings. However, because of poor drafting, SB 563 is unclear as to whether or not a board that has not made such a delegation can have a discussion via e-mail if no decision is being made. In particular, can a discussion via
e-mail be considered a congregation at the same time and place? Clearly, the board could not go into a chat room to discuss something because that is arguably a congregation at the same time and place. But what if board members discuss something via e-mail over a period of a few days, with board members responding at different times/days? Each board will have to make a business decision in good faith and in the best interests of its association to interpret this law.

Here is the link to the whole article: http://www.cai-glac.org/print_focus.php?sub=232

Here are more:

http://rsjvillas.com/uploads/SB_563_Significant_Revisions_To_Common_Interest_Development_Open_Meeting_Act_Jan_2012.pdf

http://www.tinnellylaw.com/assets/components/tinnelly/library/SB563_Boards_and_their_Business.pdf

http://www.fiorelaw.com/pdf/FRP_LegislativeUpdate_2011.pdf

http://www.bevenandbrock.com/wp-content/uploads/2011/11/December2011.pdf

http://www.teresarein.com/2012/11/california-homeowners-association-law.html

http://lhclawyers.net/articles/2011-california-legislative-update/

These were one of the sponsors of the bill: California Aware
http://calaware.org/activities/legislation/sb-563

From FreeRepublic.com
SB 563. One of the tools that Boards have often used to efficiently handle issues that were not the subject of debate has been the Action Without Meeting, or “AWOM”. Well, no more. California Governor Jerry Brown has now signed, bill SB 563 which becomes effective January 1, 2012, and amends the Open Meeting Act to eliminate a Board’s ability take action without a meeting. In addition to eliminating the AWOM, SB 563 also requires that members of the association be given at least two days notice for a meeting that will be held solely in executive session, and changes the rules for holding a meeting via teleconference. Under the new law, if a Board meets via teleconference, the Association must specify a physical location where members can attend in person and listen to the meeting. In addition, at least one Board member must be physically present at the identified meeting location.

http://clta.org/publications/summary/2011_Cases/2011_Summary.pdf

https://rhopc.com/wp-content/uploads/2012/02/MAJOR-CHANGES-IN-OPEN-MEETING-ACT.pdf

WHAT’S HAPPENING IN SACRAMENTO:
SENATE BILL 563 AND ACTION WITHOUT A MEETING

By Holly Amaya, Esq.
Green Bryant & French LLP

Senate Bill 563, which will drastically change the way boards of directors of homeowners association conduct business in executive session, has been signed into law by Governor Jerry Brown and becomes effective on January 1, 2012. Dubbed the “action without a meeting” law, SB 563 was authored by the chair of the Senate Housing Committee and was marketed to the Legislature as a “transparency versus secret meetings” bill. In the hearings to discuss the bill, it was asserted that some boards met without notifying members of the time, place, and agenda items, thus undermining the board’s transparency to the membership.

Essentially, the new law will prohibit the board of directors of a common interest development from meeting without notice to members. Existing law requires the posting of an agenda as well as notice of the time, place, and agenda of a meeting of the board of directors to be given to the members of the association at least four days prior to the meeting, except as specified. SB 563 will now require boards of directors to provide notice of a meeting that will be held solely in executive session to members of the association at least two days prior to the meeting. The new legislation also provides that notice of an executive session meeting may be given electronically to a member who consents to such notice.

The law will also prohibit boards from conducting meetings via electronic transmissions like e-mail, except in emergency circumstances. An “emergency” situation exists if there are circumstances that could not have been reasonably foreseen by the board, that require immediate attention and possible action by the board, and that, of necessity, make it impracticable to provide notice to the members. This exception was inserted at the urging and lobbying of the Community Associations Institute’s California Legislative Action Committee, of which GBF attorneys Elizabeth French and Holly Amaya are part. If a Board votes on an item of business by email under emergency circumstances, all board members must file their written consent to the email action with the meeting minutes.

The legislation will permit meetings to be conducted by teleconference, provided that the notice specify at least one physical location (such as the clubhouse or property manager’s office) where members of the association may attend and listen in on the meeting. Additionally, at least one member of the board of directors must be present at that location, which will obviously prove problematic in communities where directors may live onsite for only part of the year.

Finally, SB 563 will require associations to provide agendas for meetings held in executive session to the membership, and will delete provisions allowing boards to consider any “proper matter” at a meeting that has not been designated as an action item for the meeting.

Think that should cover it.

Have not read every post, but I think I've got the gist of the discussion. As I see it, the focal point should be the exception for valid delegation. What exactly does that mean and how should it be used?

In my HOA, we used to use full service MCs. But our current MC only handles collections, payments, and financial reporting for us. We delegate the rest of what our old MCs used to do to individual board members. Since these actions were previously delegated to our MC, we think that these responsibilities are "validly delegated" to our board members. Also, at a board meeting, we decided that any board member could approve a $150 expenditure and the Prez could approve $300. We've never had to deal with it, but I guess the Prez and another board member could approve up to $450 between them. Our budget is over $200k, so the $450 amount would IMO also be "validly delegated."

We use email all the time. It allows us to be proactive and informed.

In general, we turn around Architectural change requests in two days. In the past, it could take more than a month. It works like this - All board members get a copy of the request. If it's standard stuff, a designated board member sends out the approval or a request for more information (copied to the rest of the board). If any board member sees anything out of the ordinary, he or she emails the rest of the board members describing the issue of concern. An offer to meet and discuss is made via email, but if no one thinks it's that important, the originally designated board member sends out the board's final decision. In our opinion, the benefit of a two day turnaround would satisfy the "valid delegation" condition in the statute.

"Validly delegated" has not been tested in court yet. Until then, many lawyers might tell you to do nothing via email - I think it would be a major loss for our community if we followed that advice.

Do remember, Richard, that NpS is in a closed meeting state, PA, so his board can make any decisions they wish without holding an open meeting. This obviously means emails will be exchanged not only for discussions & deliberations, but for decisions too. Why not?

His HOA also seems to have a very good model for delegating that would work well in smaller CA HOAs.

In our HOA ARC decisions are made by the Committee and no board action is needed unless the applicant wants to resubmit for a ARC refusal (hasn't happened).

Roof Leaks: Richard, how could roof leaks NOT be regarded as an "emergency"????? Of course the Board would meet right away IF our PM felt the issue was beyond her authority.

From your Amaya citation (no date?), Richard: "The law will also prohibit boards from CONDUCTING meetings via electronic transmissions like e-mail..." [MY EMPH.] I think the sticking point is "conduct." You seem to think is only means making decisions, i.e., voting--the end product. I think it includes, discussion, deliberation, debate, i.e., the PROCESS.

Richard, I summarized and quoted the relevant portions of my resources way above. Please do the same! I will not dig through your list.

It looks to me like they did address the issue:
"(j) (1) The board of directors shall not take action on any item of business outside of a meeting."

To me, that means no emails, no smoke signals, no semaphores, no Skype, no passing notes in study hall, and no phone calls. Just face-to-face meetings.

To me, "take any action" means to vote. A discussion would not entail taking any action.

And as I said earlier, I have no problems including any homeowner who wants to be included onto the email

Instead of reading what is on davis-striling.com, you need to read the SB 563 legislation itself. Under that legislation and the way it is worded, NO, emergency meetings word not be allowed. I didn't write the language. Show me anywhere where email is considered real time communication and I will apologize. An eighth grader could have written it clear, IF that is what they intended.

As we all should know, the how and why it was intended doesn't always find it's way to the finish line.

Kerry

If you're going to quote me, PLEASE, post the WHOLE post. How is a "meeting' defined in the legislation. THAT is the key. Again, don't like it, or doesn't suit your taste, write your congressperson.

Here is the actual applicable legislation, word for word, that was signed into law. The definition of meeting is clearly in the legislation. It was never removed and still applies! It is (k)(2). Read the attached I posted for references!

(j) (1) The board of directors shall not take action on any item of business outside of a meeting.
(2) (A) Notwithstanding Section 7211 of the Corporations Code, the board of directors shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in subparagraph (B).
(B) Electronic transmissions may be used as a method of conducting an emergency meeting if all members of the board, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the meeting of the board. Written consent to conduct an emergency meeting may be transmitted electronically.

(k) As used in this section:
(1) "Item of business" means any action within the authority of the board, except those actions that 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.

(2) "Meeting" means either of the following:
(A) A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board.
(B) A teleconference in which a majority of the members of the board, in different locations, are connected by electronic means, through audio or video or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the association and otherwise complies with the requirements of this title. Except for a meeting that will be held solely in executive session, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend and at least one member of the board of directors shall be present at that location. Participation by board members in a teleconference meeting constitutes presence at that meeting as long as all board members participating in the meeting are able to hear one another and members of the association speaking on matters before the board.

My god..Glad you're not a lawyer!

Just remember:

Legislatures adopt the laws.
Lawyers offer opinions on how they interpret what the law is saying.
Courts rule on which interpretation is correct.

Don't know who told you that. The AG's opinion (posted earlier in this thread) holds a lot of sway. In AZ, an opinion from the AG is deemed to be the law on a topic until it has been ruled upon by a court. What court opinions are you relying on that would authorize email discussions among board members?



The problem is that you have chosen to own property in a state where the legislature has dictated openness over expediency. While a majority of your members likely care very little about how you operate there are a few who bought their homes in good faith with the expectation that you and your board would comply with the law.

The most expedient way to get things done is to delegate the authority to your officers, as is done in most real corporations. If your president was authorized to negotiate a contract with landscapers or towing companies there would be no need for the board to discuss these matters. Because most HOA boards are made up of persons with no experience in business, corporate management, or just plain management, board members are unable to delegate; everyone wants to put his two cents worth into the discussions. And state law says if you are going to operate that way then you must do so openly.