An angry board member

Against the actual law? Probably not.

What do your documents say?

We have a thing in our Bylaws:

"Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor may be elected."

In our system the officers can change out at will. However, only the Association members can remove a director (all the officers are directors) and that is done at a regular or special meeting of the Association.

1. JK, you wrote "Recently our board had an open forum board meeting." In CA there is no such thing as an "open forum board meeting."
Instead, any CA HOA open board meeting must, by law, include an open forum period when h'owners can ask questions, make comments, etc.

2. In CA, directors (board members) may not email or communicate with a quorum of the Board about HOA business. It ALL must be discussed in an open meeting.

3. In CA, as soon as possible following an election, the board conducts an "organizational meeting." We do ours immediately following the election results and the seating if the new Board. But it sounds like the meeting you attended was not an "organizational Meeting." Is that right?? What do YOUR Bylaws say about organizational meetings???

4. Since the (s)election of officers was NOT on the agenda, it was against CA law for the president to insist there be a board vote for officers at this meeting. In CA there must be 4 day's posted notice of the agenda of all board meetings. Do no other board members know this? Do you have a property mgr. who attended?

The trouble is even though it was not lawful, what will you do about it?

Separate topic: if you have a Code Ethics, it no doubt says that no director should badmouth others, especially in front of h'ownrs. This also is in Robert's Rules of Order if your board by chance uses it. This means that the Board could "discipline" the president in executive session and warn her to never behave in that way again or a motion will be made to remove her from the office of president.

You also could bring up in exec. sess. her breaking the law about discussing and acting on non-agenda items at open boar meetings. But there's no point if you don't have the support of toehr directors.

It sounds like you're on the Board, right, JK7? How many are on the Board? How many homes in your HOA? How old is it?

JK7

While I may not agree with it 100%, elected officers at a meeting where it might not have been on the agenda, IMHO, is not the end of the world. I would be MORE concerned on something that actually affects each of the owners and that not being on the agenda so that in Open Forum their voice may be heard on the matter. Sometimes though, Open Forum is at the end of the meeting and the items has already been addressed.

But, I would get someone, if you don't have a management company, to go over proper procedures in abiding with California regulations.

As far as emails between directors, I am working with two State Assembly members to address the issue. Unfortunately, there is language in the statues that contradict some peoples interpretation of California SB 563. I spoke to the author of SB563 and the reason for that bill was Board were illegally taking actions without a meeting, as was defined in everyone's Bylaws. The procedures that went with this type of Action were not being followed and too often just ignored.

Kerry

"My #4, JK: Richard writes its "not the end of the world" for the board to vote on topics at meetings if the item wasn't posted 4 days in advance on an agenda in a place where owners can read it."

You misrepresent what I said!

As far as owners wanting to know who was elected for officer position, in my case, if the organizational meeting was held right after the annual meeting, then on the "official" notice that is sent to each owner 15 days after the election, who the new Board was and what positions they may have been voted on is included in such notice.

It's nice you have 14-20 items to discuss. I have had meetings where the Board is approving the minutes and financials and the rest of the meeting is open forum. Nice feeling, everyone is up-to-date on assessments and there are no violations.

typo: If nothing can be discussed via email, can the emails be read in the meetings so that everything is out in the open?

JK7,

To your point that your property management company is not leading the board very well (or effectively), that is not their job. That is the board's job to lead the PM company. The company works for the board, not the other way around. A lot of times, boards will just let PM do whatever they want and sit back. I just wanted to point that out.

First, I nearly always agree with Sheila, but in CA and since officers must be voted on, this must be done at an open meeting. ANYTHING in discussed or voted on in open meeting in CA must be posted 4 days in advance in a place where owners can read it. So...

1. Discussion among the board in a private meeting about whether last year's officers were OK is illegal.
2. Voting on officers at a meeting where that agenda item was not posted is illegal as the posting did NOT say Selection of Officers.
3. Emailing among a QUORUM of directors (with very few exceptions, like setting meeting times or adding info to a agenda item that already was posted) is illegal.

I think you and your Board must work to avoid this behavior in the future. I tend to agree with Sheila: see how your president conducts meeting and follows the law so your board can get things done. If she screeches at you again in an open meetings, then I'd certainly put her nasty conduct on an executive session agenda.

You make it clear that you are trying to have a board that is productive. BUT, you must be guided by your own governing documents, like your CC&Rs and Bylaws, so you all must learn them. The types of board meetings and members (H'owners) meetings are probably in your bylaws. They might even say something about organizational meetings for the purpose of electing board officers.

Have your docs ever been revised or amended? If not, you'll find info about the Open Meeting Act at Davis-stirling.com. Go to the Main Index and click on Meetings.

What shocks me is that your PM did not alert you to this Open Meeting Act legislation! It makes me think that your PM is ignorant of CA statues about open meetings. Does s/he have any certification? Richard will know, but I believe the PM must disclose to the board whether they are certified.

Jerry's right in that the Board forms policy and the PM carries it out. The Board is the Boss. (Btw, the prez is NOT). But when the Board has sketchy knowledge, they must rely on their PM if they have one. It might be worth it to pay to have your HOA attorney visit with your Board to explain the basics of CA HOA legislation AND your own governing documents.

BUT, PMs should certainly knew CA laws about HOAs (in CA, HOAs include condos & detached homes) and guide boards so that they do not break the law or contradict their own documents. Does this PM work onsite? How many hours a week? Or are you part of a bundle of HOAs s/he manages?

Perhaps I'm using the word "illegal" incorrectly. Do I mean "opposes CA civil code or corporations code"?

You & I always disagree about interpretation of my #3. I don't care if you've talked to the original party who authored the bill. How do I know that's even true? I know what I read and have followed discussions about this topic for 10 years now. The very successful CEO of our very successful Management Company heavily emphasizes my interpretation every year at our annual training session with them. Our ex- and current HOA attorneys also have stressed my interpretation.

The point here is to offer assistance to the OP, JK, whose HOA is struggling and whose Board seems misinformed or incompletely informed. My advice to her/him is to learn & follow their governing documents, and the spirit of the Davis-stirling legislation, not to drop names and "connections." I'd think with your several years as a CA property mgr. you'd offer substance.

Richard wrote: "Show me where in Civil Code the items[ 1 -3] you reference below are stated to be illegal. I am not talking about an attorney's opinion on the matter."

Yet he now cites an attorney!

Our previous and current respected HOA attorneys and our reputable MC CEO advise us directors to avoid email discussions of HOA biz. As anyone knows, email exchanges don't occur at the the "same time & place." But the spirt of the Open Meeting act is to permit h'owners to her and see the deliberations & debate that lead up to votes.

Look, Richard, on a board of 5, a minority, let's say, A & B, can properly discuss HOA business. Where this becomes improper is when B then contacts C with the same discus ion and debate. Now a majority is involved. It f gets even worse if C contacts D. At the subsequent open meeting, we have 4 already privy to private conversations about an agenda item.

What happens at the meeting is A makes a motion, B seconds and and a majority votes in favor or against. But the decisions via the discussion & debate by phone, email was made in secret behind close doors. The H'ownrs in attendance at the meeting to not get to see the decision-making processes -the decision was not made OPENly, which is the PURPOSE of the Open Meeting Act. All of what A, B & C discussed privately could just as easily have been done at the open meeting. How long it takes to reach these decisions does not matter. What matters is that the process is open.

I am focussing on this for JK to try to explain the Open Meeting Act's sections and its goals.

Again, Richard, don't you have anything useful to offer JK????

Kerry

You really don't understand how this works.

If you really wanted to know the "spirit" of the Open Meeting Act, go to the source, don't always rely on the opinion of an attorney or attorneys. If interested, they are now in the US House of Representatives.

You have your opinion, based on others beliefs, but that is your prerogative. But based on my conversion with the bill's author, it isn't illegal.

JK7

You should put all items that action is to be taken on an agenda, posted in the proper area until the proper timeframe. Sad to say, but 80% of HOA's don't follow these and other rules.

If you really want to be successful in your role, get some professional training. That is what management companies should be doing.

You are right Kerry, I am a liar. Thank you

I wish you the very best, JK. It sounds like there needs to be enhanced education of your Board.

As for Richard's & my disagreement about majority of the board discussing HOA biz by email, I believe you should get your own HOA attorney's opinion. I don't think rehashing our competing interpretations will help your board at all. Have you asked your PM? Or do you think s/he won't even know. If not, after your board has settled in and for the other reasons you've mentioned, I think your board might want a new PM and/or management company (MC).

I do applaud your desire to: "... work together for the main purpose of a board which seems should be the best interest of the HOA community (not just hurt and angry egos)."

Yes, directors should try hard to set aside their own egos, and truly focus on protecting and maintaining your HOA. It's difficult for some folks to see the big picture that is your HOA and, instead, focus on small even trivial and sometimes personal matters.