Board Meeting - Manager

YES

Anytime the directors desire.

As others said, the manager attending meetings is at the board's discretion, unless your governing documents or state law says differently. That being said, the only time I can think of that the manager should not attend would be when discussing manager contracts or termination of the contract.

The only circumstance in which the manager is entitled to attend meetings is if she or he is a member, at which time you would have to hold an executive (closed) meeting to exclude them.

I had a situation arise last Thursday just like that. One Board member had a bid done on adding electricity in one of their parks. Bid came in Thursday morning. The VP then called a meeting for that evening to approve the bid with would be a capital improvement because of the cost and the Owners would have to vote for the improvement and cost. The VP feels they don't need Owner approval.

Since it wasn't an emergency and no agenda was created or posted and they were going to have a executive meeting, not an open meeting as required, even if they approved the bid, the meeting didn't exist.

So, most here agree that the MC works for the Board and takes its direction from the Board. If the VP (Board) says we approved the bid and go ahead with paying the vendor, what should the MC do?

Richard,

You could "uncustomer" them, but if you did that every time an association didn't follow the rules, you might end up with very few customers. Other than that, I like Bill's answer, document thoroughly that your advice was not followed. Certainly your role is to advise the board, but you can't always control them.

Well, Richard, you've written in the past that you've terminated your contract with HOAs that don't follow their docs or state laws. I think you know the many problems with what the VP did. Note that the VP (nor the prez) is "the Board." First a couple of questions: Was there a quorum? Did the VP have board approval to get bids?

I think the meeting was unlawful and will say the reasons here. I'll refer only to CA below:

Per CA Corps. Code and my bylaws. Only the president or two directors may call a meeting.

As a non-emergency, there needed to be two days' posted notice/agenda for an exec. session.

Meeting minutes must reflect board decisions. It sounds like this didn't happen, so no meeting occurred.

A certain % above the annual budget for an expenditure requires an Owner vote.

If I were you I'd send a memo to all directors informing them, complete with statute & HOA doc verbiage, that their "meeting" was not legal and thus the contract they agreed to is voidable (or whoever the correct words are). I'd urge them to start over with a legal meeting with you present for advice.

If they insist on proceeding, say in writing you'll have nothing to do with this "contract," and they must proceed on their own. OR, terminate the contract. I think PMs have their own code of ethics and you might raise the appropriate verbiage.

(Btw, I do think Ex. Sess is OK for this contract in formation.)

Agree with Ben when PMs should not attend + an exec. sess. to evaluated the manager's performance.

I've gone into detail here tho' off the OP's question because we do hire managers to take care of the daily tasks and also, often, to seek bids.

I see my above reply crossed with many others. Richard's most recent reply raises another question: Given this seems to be a a huge project, why was there only one bid? I know three aren't required and it's sometimes hard to find three vendors who're willing.

Agree with others to document throughly.

I agree... I think this is the most important.. thank you.