Are Board Members Consider Personnel?

I live in a CID in California. Our Association had a vacancy open due to a Board member resignation. In the past when there has been a vacancy the Board typically asked for volunteers and made the appointment in open session. This time around they made the appointment in executive session. When the membership asked why this was done in exec session we were told that Board members are considered personnel and hence fall under the guidelines of exec session per California's Open Meetings Act. I've search the Davis Stirling website and cannot find a definition of personnel or clarification of who is consider an employee or not.

Of course the appointment has caused controversy. It turns out that the individual appointed is NOT a member of our Association; unfortunately our bylaws allow for a non-member to serve on the Board. I happen to know that the appointment was not a unanimous decision and this was one of the reasons. The membership would like to see the official transcript of the discussion of why this individual was chosen; if other members were considered; and what the final vote was.

Any ideas where I might find legal documentation to answer my question?

Thank you!

Thank you Roger. Another quick question...our Board doesn't adjourn to executive session, rather they have a standing executive session meeting prior to the monthly general session Board meeting. Minutes are taken during the exec session meeting because every month the Board approves the executive session meeting minutes. Our Association does not employ anyone so how could they use this as a reason to discuss the matter in exec session? During the Board meeting the property manager said Board appointments fall under the category of "personnel issues" another member read the legal definition of personnel and asked the property manager why he felt Board appointments were personnel issues? The property manager simply said he disagreed with that definition of an employee, the new Board president told her she had her facts wrong and was misinformed and moved on.

Since we know that minutes exist from executive session and it is clear that this was discussed in exec session in violation of California's Open Meetings Act, do you think there is any easy way to compel them to release this excerpt from the exec session minutes?

The relationship between the Board and membership has become contentious over the past few years. The membership was able to get two new Board members elected during out last election, unfortunately they are still in the minority. So we have two vacancies open this year and two new "old regime" individuals appointed in secret, which is frustrating because the two members elected won overwhelming against the incumbants.

Again, thank you for your insights. I truly appreciate it!

Hi Dane -- Unfortunately the election procedures have been adopted. I believe it is time to start working on revising the Bylaws and CC&Rs. I've tried to point out that just because you can do something doesn't mean it's the wisest course of action and that you should do it.

I'm just wondering if there is a way to compel the Board to relese a section of the executive committee meeting minutes since they clearly discussed something in exec session that should have been an open session item.