Arizona HOA BOD emailing

Is is there aN Arizona statute regarding emails between Board members?

Yes I am a new member on the Board. We have 5 BOD members so I understand communication must be limited to 2 board members
We. Do receive requests for unanimous decisions on via email in urgent situations only.
Our property mgr has told us we cannot communicate even one on one via email. And certain board members believe this. I've looked for any point of law in Arizona covering email communication. Im not sure how anything will get done if we cannot communicate.

You should listen to them. They sound like they know what they are doing.

On page 10 of the AG's opinion, he suggested inserting the following instruction in emails between board members:

"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. "



Having served on a board under this statute I did not find it that troublesome. Just what is it that your board cannot get done without emailing each other?

Kerry brings up a point that may be at the heart of the problem. The board should delegate authority to its officers to do the day-to-day stuff without holding a board meeting. For example, if the president needs a box of paper clips he should just buy them and get reimbursed rather than hold a board meeting to debate the pros and cons of paper clips versus staples.

One point that used to drive me up the wall was that we adopted a budget where we were going to spend a lot of money on maintaining our roads. The project was under the direction of one of our VP's. Even though we had already budgeted the funds, at each meeting the VP would ask for authorization to spend a part of the very same funds we had already approved spending. We wasted a lot of time approving expenses that we had already approved.

In a similar manner, I have heard of boards that insist that they must have a majority of the board approve each and every payment, including routine expenses such as water or electricity. Routine items and regular expenses should not be the subject of another debate once they are budgeted and the expenses are within the budget.

If you delegate routine tasks you will find less need for discussions between meetings.

Thank you all. This has been very helpful. Larry to your point, the president gives no authority to other directors or committee chairs. So as VP and social chair,I'm planning a previously discussed and agreed upon event, I need to get approval for everything.
I have requested PM reference a point of law and have no response. Very frustrating. Most recently president accuses me of wasting PM time with a variety of legal, procedural, historical data questions which is many times are not in previous minutes.

The president serves at the pleasure of the board, not the other way around. As a director, you are the president's boss and he/she has no business preventing other directors from having contact with the PM. It is not the president's place to reprimand you, or other directors, for asking questions of the PM.

You might want to place an item on the agenda to remove/replace the president.

May I suggest filing a complaint with the State Bar of Arizona for the unauthorized practice of law (UPL). I doubt that your PM is an attorney and only attorneys may provide legal advice. The fact that he/she is providing legal advice to an incorporated association is bad enough but it sounds like he/she is flat out wrong.

It costs nothing to file the complaint but it might take some time to go through the system. If the PM refuses to stop handing out advice (or lies and says he never did) the State Bar can take him to court at his expense and have the superior court issue an injunction to make him stop.

Visit the State Bar website at:
http://www.azbar.org/

Please understand that this is an agency of the state and not a lawyer's social club.

Three additional pages you might want to look at on the state bar site:

http://www.azbar.org/Ethics/UnauthorizedPracticeofLaw

http://www.azbar.org/lawyerconcerns/regulationofnon-lawyers/

http://www.azbar.org/media/8070/uplcomplaintform2009.pdf

To Larry and Kerry!!!!! Exactly!

I have to do baby steps here. I dont t know any of these people and I'm the troublemaker for sure. Not my first rodeo. But, frustrating when so much is wrong.

Thank you again.

We email between board members.

There has been questions raised at to what actually constitutes a meeting. Two members aren't in the same place, not communicating at the same time, so no meeting has taken place.

We use email to work out details on items, but review things and vote at meetings. We use email to discuss items going on in the community that the Board may want to look into further. And whatever else that may come up. But we do review all issues discussed and vote at the meeting (unless it is an emergency situation). I also know that all of the discussion emails could be requested and reviewed by any member of the community.

We are a three person BOD in a 300 single family home community.

Common sense though it may be, it still wouldn't pass muster in Florida. It's precisely those details that get discussed in emails and then, perhaps, get left out of the discussion at the actual board meetings that the owners need to be aware of. Granting access to the discussion emails after the fact isn't good enough. Homeowners' access to the discussions shouldn't be something that needs to be "requested". The notice of the board meeting should be the only signal to the owners that the board is going to meet to discuss the business of the HOA.

Florida does a lot of dumb things. In my opinion the open meeting requirement isn't one of them.

The original question is precisely about Open Meeting Laws (OML). Without them, email would not be an issue.



Then stay where you are. You will be a fish out of water in a state with OML.

Open Meeting Laws impede only those boards who insist on operating day-to-day with micromanagement-by-committee instead of delegating those functions to their officers. OML is a problem only for the stupid, the uninformed, the inexperienced, and the unprofessional.

Larry

Anyone that believes there is not backdoor, secret, I never said this, keep it between ourselves, pillow talk, etc. going on behind the scenes (regardless of OMLs) is at best, naive.

This happens at all levels.

My original question simply dealt with email communications between a number of board members. We have 5,,, 3 communicating together constitutes a quorum, a violation of open meeting law. You can in emergency situationss call for a unanimous decision via email or phone. There is no specific legislation re: email communications. Our Att General has a position on this but again only to reenforce OML regarding a quorum

So, essentially our board president cannot restrict communication between less than 3 board members at one time.
Our PM started this by erroneously quoting statutes. Makes sense...get total dependence from a board on the PM.
We need to constantly do our due diligence with everything our PM says because they are typically incorrect and should never give a legal opinion. These people work for us...it seems in reverse in this HOA. Very dangerous.

By the way our Pres breaks the OML herself all the time, and discusses topics in exec session that do not fall under the parameters set forth for exec session. Topics that are open meeting topics.

I'm all for transparency and communication within the rules of OML....and our HOA documents. You will typically stay out of trouble with this philosophy.

I'm in full agreement with your 3/20, 10:04 replies, Larry. Over 9 years on the board of a complicated HOA and we do not have a "cumbersome" problem.

On our board of 7, three may talk about anything they wish outside of meetings.

In AZ on her board of 5, Carolyn may talk--email or by any means-- with one other about anything she wishes. Carolyn can bring the correct statute citation to a open meeting and have the board discuss it. If the prez refuses to put it on the agenda, bring it up at open forum, which I believe also is required in AZ.

Carolyn does need to find support given the board's heavy-handed prez and lackey of a PM. Do you see no possibilities among your current board? Have the sites that Larry recommended help at all?

Carolyn, do you ever gently remind the president of her violations of the open meeting act in ES??

John, it is easy to avoid discussing, by email or otherwise, HOA biz with a quorum of directors between meetings. Why do you think all directors are sneaky, conniving, gossipy, lawbreakers? Or is that your opinion of humans in general? More on topic, do you have any advice whatsoever for Carolyn?

Kerry

John, it is easy to avoid discussing, by email or otherwise, HOA biz with a quorum of directors between meetings. Why do you think all directors are sneaky, conniving, gossipy, lawbreakers? Or is that your opinion of humans in general? More on topic, do you have any advice whatsoever for Carolyn?

We have been down this road before. It is none of the above. It is more so getting things done even if one has to go around proper procedure. I do not agree with nor disagree with it but let us accept it is a fact of life. It is how deals get done.

My advice to Carolyn is get things done.

None.

The content of the e-mails would be the concern.

If discussion or decisions are being made, then it needs to be an action without meeting or it would violate AZ open meeting law, §33-1804(E) (§33-1248 for condos):

E. It is the policy of this state as reflected in this section that all meetings of a planned community, whether meetings of the members' association or meetings of the board of directors of the association, be conducted openly and that notices and agendas be provided for those meetings that contain the information that is reasonably necessary to inform the members of the matters to be discussed or decided and to ensure that members have the ability to speak after discussion of agenda items, but before a vote of the board of directors is taken. Toward this end, any person or entity that is charged with the interpretation of these provisions shall take into account this declaration of policy and shall construe any provision of this section in favor of open meetings.

To me, if one is sending information to be reviewed prior to a meeting and discussions/decisions are made in a meeting open to the membership, no issues.

Larry and Kerry are spot on. Many directors have a difficult time distinguishing between their roles as directors and as officers. It's easy to say that Directors make policy and financial decisions, and Officers implement those decisions. But much harder for people to understand that these are two different hats that can be worn by a single individual.

If the Board already approved a $5,000 expenditure to install some lighting, and delegated some of the details of that decision to the VP of Lights - I see no reason why that VP shouldn't be able to discuss his decisions with the Prez or Treas individually or together without violating OMLs.

One tricky part. Was the decision-making actually delegated to that VP? If yes, no issue IMO. If not, then the subsequent conversation between VP, Prez, and Treas could be considered a board meeting.

I don't find PM's cautions offensive - seem to follow AG's opinion letter which is wide-sweeping.

Even so, AG's letter doesn't address the two-hat (director/officer) issues.

IMO, if Prez doesn't honor the board's decisions on delegation of authority, then Prez needs to be voted down or removed.

Tongue in cheek Richard. Tongue in cheek.

Agree with you that distinction between director and officer means very little in majority of HOAs. Doesn't mean that is should stay that way.

Don't forget, these laws come from corporate law - Corporations are businesses - and in the world of business, there are clear distinctions between directors and officers.

I agree that in Kerry's situation, there are separate hats worn by different individual. Yes it's a luxury that many don't have.

My point is that in many situations, the same person might need to wear more than one hat. Do you disagree?

What's the saying, many are called, few are chosen and even less that actually serve.

If these people ran their businesses the way they do their HOA's, we would be soon back in the Stone Age.

I realize HOA's probably all fall under some form of corporate law, but in California, that is rapidly changing. It seems our legislators think the HOA more in the line of a quasi-government entity. Also, more and more of the changes fall under civil code rather than corporation code.

You win.

BUT, as an exercise in futility, look through CAI's Board Members Toolkit and under Secretary and Treasurer, how those officer positions change when they have a PM.

Very big difference when self managed versus professionally managed.

Sorry, Richard....you said butt....same difference.

Good to know, thank you.

Agree with Tim.

Would add that responsibility and accountability is with entire board even when particular board member (say Treasurer) is the first line of oversight.

Seems like you just want to get things done Don. Solution is for the board to approve the cost and delegate the responsibility to someone who does not have to go back to the board to resolve every little issue.

Getting back to my example of $5,000 lighting expenditure. If approved and delegated to one person at an open meeting, then that person has the authority to get it done - which IMO can include emails without meetings.

Not a matter of age of association. Old or new, responsibility needs to be delegated if you want to get things done.