Open/Executive Meetings

Hi Fred

Hope all is well.

Since the actions from executive session must be generally noted in the next open session minutes, if possible I have always recommended that it be held BEFORE the open session or general meeting.

We did everything in the open. However, at the beginning of the meeting it was exclusive to just the board talking/deciding amongst ourselves. Basically going over the collections report (no names), actions we were taking on collections, and then items needing vote/approval. After that then we would open up the rest of the meeting to discuss spending reports and get feedback on issues we may have voted for/process of approving.

I always felt it was important to keep it all in the open so members could see the process. We also would read any letters submitted to the board out loud. Unless it was a private issue discussed prior, written submissions were also discussed openly. Copies NOT provided but noted receipt in the meeting notes.

This process doesn't work for everybody. It's just how we did it. I kept in mind that the HOA money is NOT my money, it is ALL the member's money. The board is just elected to manage it on the members behalf. So it's best for everyone to have the view on how that happens and is done.

Roberts Rules says that a motion must be made to go into executive session. I'd do it when the Ex. topic requires it.

Even executive sessions should have minutes.

When the Bylaws state this, can the Board change the order just because??

Thanks

The Board may, with approval of a majority of a quorum of its members, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall be first announced in open session.

Based on Kerry's citation, in my opinion, the use of the word "may" indicates that the statute does not override any additional requirements that could be included within your Bylaws. Since your Bylaws include the additional requirements, any executive session should be in compliance with those bylaws and entered into and return to an open meeting.

Realistically, depending on where your board meetings are held, there may be no location for the board to depart to (i.e. a separate room). Therefore, the Board would need to ask the members not part of the ES in attendance to step outside and someone will come get them after the session has ended. Hence, the likely reason to hold an ES prior to or after the open meeting.

I've specified our requirements earlier and they appear to be the same as your bylaws. We meet in a board members home. Hence, we typically hold ES at the end of the meeting. We explain what is happening and members are asked to step outside. However, since we have completed all business on the open meeting agenda (including any new business), the members typically just go home.

If the ES is concerning a member (enforcement issues for example) we hold the session at the meeting (with that individual in attendance) and after the ES, invite them to stay for the rest of the meeting or leave as we would prefer not to have sit through a 90 -120 minute meeting if we didn't have to. Typically, the member leaves after the business they came for is completed.

Fred's bylaw states:

"The Board may, with approval of a majority of a quorum of its members, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall be first announced in open session."

I agree with Richard. Civil Code supersedes his bylaws because the two-day notice requirement, which is fairly new, became law after Fred's bylaws were written. The statute does not say "Unless otherwise stated in the governing docs." It simply gives boards choices about when to hold ES: whenever they wish.

The statute also does not add "and orders of business of a similar nature." We have a clause in our bylaws "or any matters of a similarly sensitive nature." An old board defined almost everything as "sensitive," keeping votes and discussions secret. the newer boards comply with the restrictions above.

Fred's bylaw also states: "The nature of any and all business to be considered in executive session shall be first announced in open session." The newer law requires two days, so only an emergency matter could be brought up AT the open meeting for discussion in ES that same day..

Once upon a time in our HOA, ES was even held on a different day than the regular meeting because most directors worked and didn't get home til 6pm. To have both would have made for a very long evening for everyone including our PM.

Usually our ES meetings are only 30-45 minutes to go over the status of delinquencies and payment plans. An anomaly occurs next week when we have four alleged violations, a potential legal matter AND a review of our landscaping contract due to dissatisfaction with our current vendor. So, ES will start at 4:30 and the regular mtg. at 6pm. If we can't finish our ES business, we'll adjourn it till after the reg. mtg. and reconvene at that time, probably 7:30-7:45.

Yes I am on the Board now. The Board always held open then Ex forever, than it changed a few years ago. No one can get anything done around here and than have to make another Ex meeting the week after to try and accomplish something.

When the open is first and Ex after you can accomplish more, except for the fact that people complain about a once a month meeting and having to stay late hours. I say if you cant hang, quit.

Statute is Silent. Frequently, the Davis-Stirling Act is silent on which controls, the statute or the CC&Rs, and you must decide from the general language of the statute which controls. For instance, Civil Code §4800 does not contain any of the language described above, nonetheless, it clearly controls because of its use of the word "shall":

Thanks

What I am trying to say...

Are the Documents enforceable or not??? or Can the Board do whatever???

What I do not like about the HOA environment is the WE Don't have to Listen but You DO attitude type of behavior.

Thanks

BTW, if your Board does seek a legal opinion, I'm sure we would all appreciate hearing it.

Fred,

How often do you meet (monthly, quarterly)?

Perhaps you need more meetings or, if the ES is for enforcement issues, a night specifically for that and a night for normal board meeting.

5 Board Directors, One meeting a month minimum 4 per year. 200 units 3 story run down dump.

Managing Agent, yes.

When you have a Ex meeting before open, you can not walk a 200 unit complex together to discuss issues, there are many, or the meetings over.

I have not said anything yet, just getting all your opinions.

Kerry do have the initials of the firm you use?

Thanks

Racial issues, discrimination,

would you like me to keep going?

Our board doesn't walk the premises either, Fred. We have a Landscape Committee that plans & designs our landscaping, which is about 6,800 sf of raised planters (urban high rise). Our board packet that we directors get several days before open meetings has in it their suggestions, drawing t of the areas they're woking on, etc., some of which need board approval.

Once we directors get our packet, we walk around individually to look at the LC's ideas, etc., and discuss them at the opn mtg. that month.

I'm sorry your HOA seems to be in such poor shape. I imagine that's why you got on the board. Is the PM no help at all? Could her/his MC have a s little seminar for you directors that might help smooth things out?

Do you personally, Fred, have any allies on this board?

Meantime, my interpretation is that your Board may hold ES whenever they wish so long as a majority of the board agrees and the ES's are posted legally. It sounds like you have bigger problems to deal with than that.

Perhaps you want to start a new thread with some specifics. I don't think listing personality problems will aid any of us in advising you. But specify HOA governance issues might work for us.