KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
There have been two recent threads where it seemed relevant, but off topic, to bring up board meetings other than regular meetings as a way to get business done.
In CA, we arenât supposed to take action without a meeting (AWM) except in emergencies, defined as: â⌠circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the boardâŚâ So what do Boards do if not an emergency, but important?
Boards, perhaps in all states, have choicesâusually in the Bylawsâ among the kinds of meetings they can hold. âRegularâ meetings often are specified in the Bylaws, say quarterly, etc. The board in my HOA holds regular board meetings every month. If the Bylaws don't specify, your state's corporations codes may tell you how many regular meetings to hold each year.
There have been two recent threads where it seemed relevant, but off topic, to bring up convening board meetings other than regular meetings as a way to get business done.
In CA, we arenât supposed to take action without a meeting (AWM) except in emergencies, defined as: â⌠circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the boardâŚâ So what do Boards do if not an emergency, but important?
Boards, perhaps in all states, have choicesâusually in the Bylawsâ among the kinds of meetings they can hold. âRegularâ meetings are specified in the Bylaws, say quarterly, etc. The Board in my HOA holds regular board meetings every month. If the Bylaws don't specify, your state's corporations codes may tell you how many regular meetings to hold each year.
But what if a matter should be handled between regular board meetings? Your Bylaws might say you can hold a âspecial meetingâ or an âemergency meetingâ of the board.â Our Bylaws say that the president or any two directors other than the president may call a special meeting. They must provide 72 hours notice, which must include the agenda (usually one item). The CA HOA lawyers at Davis-Stirling.com suggest such meetings should only be for matters that canât wait until the regular meeting.
If not in your Bylaws, your corporations code might be similar to CA: Corporations Code §7211. âBoard Meetings⌠(a) Unless otherwise provided in the articles or in the bylaws⌠(1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors.â
What about Emergency meetings? Our HOA requirement is the same as for special meetings, but no notice to Owners is required. Who may call the meeting is the same in the Civil Code as for special meetings.
Jeff of TN sees abuses associated with these ways of calling meetings. He wrote on a different thread: ââŚItâs easy to take advantage of this, two members can simply call meetings whenever they need to vote on something they know they cannot achieve through email votes. Two or three members can control the whole board business if they donât like the third or 4th and 5th member. Plus if [a director] misses 3 of these meetings, his spot is vacantâŚâ
But I think heâs mistaken. A quorum still must be present to conduct business. If a majority of the Board doesnât like the reason or thinks itâs frivolous that two directors called a special/emergency meeting, they can decide not to attend. The two, except in a board of 3 has no quorum and canât decide anything. In a board of three, this duo would prevail anyway.
IF, an HOAâs bylaws say a directorâs position is vacant if s/he misses three consecutive meetings, this refers to regular meetings. Many HOAs, including mine don't have such bylaws.
In CA, Jeff, the Davis-Stirling Act, a part of our Civil Code deals with Common Interest Developments, which includes all condos and HOAs. CA also has a body of Corporation Codes that we must adhere to.
In CA, we arenât supposed to take action without a meeting (AWM) except in emergencies, defined as: â⌠circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the boardâŚâ So what do Boards do if not an emergency, but important?
Boards, perhaps in all states, have choicesâusually in the Bylawsâ among the kinds of meetings they can hold. âRegularâ meetings often are specified in the Bylaws, say quarterly, etc. The board in my HOA holds regular board meetings every month. If the Bylaws don't specify, your state's corporations codes may tell you how many regular meetings to hold each year.
There have been two recent threads where it seemed relevant, but off topic, to bring up convening board meetings other than regular meetings as a way to get business done.
In CA, we arenât supposed to take action without a meeting (AWM) except in emergencies, defined as: â⌠circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the boardâŚâ So what do Boards do if not an emergency, but important?
Boards, perhaps in all states, have choicesâusually in the Bylawsâ among the kinds of meetings they can hold. âRegularâ meetings are specified in the Bylaws, say quarterly, etc. The Board in my HOA holds regular board meetings every month. If the Bylaws don't specify, your state's corporations codes may tell you how many regular meetings to hold each year.
But what if a matter should be handled between regular board meetings? Your Bylaws might say you can hold a âspecial meetingâ or an âemergency meetingâ of the board.â Our Bylaws say that the president or any two directors other than the president may call a special meeting. They must provide 72 hours notice, which must include the agenda (usually one item). The CA HOA lawyers at Davis-Stirling.com suggest such meetings should only be for matters that canât wait until the regular meeting.
If not in your Bylaws, your corporations code might be similar to CA: Corporations Code §7211. âBoard Meetings⌠(a) Unless otherwise provided in the articles or in the bylaws⌠(1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors.â
What about Emergency meetings? Our HOA requirement is the same as for special meetings, but no notice to Owners is required. Who may call the meeting is the same in the Civil Code as for special meetings.
Jeff of TN sees abuses associated with these ways of calling meetings. He wrote on a different thread: ââŚItâs easy to take advantage of this, two members can simply call meetings whenever they need to vote on something they know they cannot achieve through email votes. Two or three members can control the whole board business if they donât like the third or 4th and 5th member. Plus if [a director] misses 3 of these meetings, his spot is vacantâŚâ
But I think heâs mistaken. A quorum still must be present to conduct business. If a majority of the Board doesnât like the reason or thinks itâs frivolous that two directors called a special/emergency meeting, they can decide not to attend. The two, except in a board of 3 has no quorum and canât decide anything. In a board of three, this duo would prevail anyway.
IF, an HOAâs bylaws say a directorâs position is vacant if s/he misses three consecutive meetings, this refers to regular meetings. Many HOAs, including mine don't have such bylaws.
In CA, Jeff, the Davis-Stirling Act, a part of our Civil Code deals with Common Interest Developments, which includes all condos and HOAs. CA also has a body of Corporation Codes that we must adhere to.