Open HOA Meeting Procedure

interesting..i've never heard of a pre board meeting either... it
happens here in my HOA also....im interested in seeing the responses..

WUT DO U DO IF THEY ARE TRYIN TO HIDE???

You might want to search on youtube.com.

They have some examples of good board meeting, bad board meetings and some that might include a few of the regulars here.

Worth a shot.

Very helpful responses, although I didn't get much from YouTube. The only reference to how Board meetings are to be conducted in our governing docs is a sample agenda. We'll follow that.
We will now hold "Executive Sessions" -- no more "Pre-meetings." Our first meeting is February 18. Would you like to know how it goes? I'll be glad to share if you do.
Thank you for your time and sharing your wisdom!
Rosalie

Rosalie,

Executive Session is an accepted term for a restricted meeting to handle protected legal or personnel issues - thing too private to be shared.

It sounds like you should consider structuring things like the generally accepted standards.

Board meetings should be open, so just have Board meetings.

Don’t have pre meetings ... just do all the business at the Board meeting.

Keep it simple.

Review RR of Order and run the Board meeting that way.

Perhaps rewrite your bylaws to reflect these general principles.

Are you saying, Rosalie, that your governing documents, your bylaws, maybe, have a sample board meeting agenda in it(them)?? Can you tell us the name of the document with the sample agenda in it? The agenda, by the way, won't tell you such things as whether a meeting agenda must be posted in advance, whether tings can be added to the af agenda during the meeting, etc. In CA, for instance, HOA boards cannot add items to open board meetings unless an emergency or is quite urgent and the board votes to permit it to be added.

As I wrote earlier, what's important is to see if NM has statutes about how "open meetings" must be conducted. Some states do like CA, AZ, FL and others. FL is stricter than most.

You can't reply on JohnC because he's speaking about SC. In some, perhaps many states, the open board meeting MUST include a period when Owners may speak; it's often called "Open Forum." It should be stated on your open meeting agenda. Most HOAs have it at the beginning of the meeting. we have one at the beginning and another at the end even though two aren't required in CA.

An "open meeting" is a NOT the same thing as you're talking about. "Open" board meetings are defined by statutes in many states. In those states, certain things are legally required before the open board meetings and during them. So....CA has a long detailed "Open Meeting Act" in its civil codes.So there actually IS a "right" and a "wrong" way.

The question for Rosalie is does NM have legislation about HOA board meetings? And, if so, what doe it say. Her HOA probably is c inoproated, so she m needs to look at NM corporations do does, too.

There are US states that permit "closed" HOA board meetings, where Owners do not have to be invited to attend. I think NY and PA are examples.

Running any meeting smoothly and productively is a whole different matter and is not what rosalie is asking about.

Do any states actually prohibit the board members from talking about HOA matters in a non-meeting context? Can they send each other personal emails? And can those personal emails mention anything to do with the HOA? Can they debate with each other about their personal opinions on HOA management? If so, then it seems that these "pre-meetings" would be protected as well, as they could just be called "non-official communications", whereby no official/meaningful decisions can be reached.

The way I've always witnessed it, HOA boards communicate with each other adhoc most of the time about things, like "can you take the checks to the bank for me?" or "wanna help me take down the christmas lights?" or "can you submit the HOA garage sale add to the newspaper?" or even to debate their stance on selective enforcement. Are these types of communications prohibited in some states/HOA's?

I'd like to see such a law. It sounds absurd to me. Discussing the HOA might be something you do over drinks, if you are friends. It might just 'come up'... will the State punish you for this?

With 3 board members, any single discussion is always a quorum.... so even an email could be considered a quorum in this sense. What about chat? (WhatsApp or Skype or Facebook messenger?) Does the government presume to own all board member personal communications if they are with another board member? This all just seems like gross government over reach, if they are serious.

The way it's done here, is we have one official board meeting per month, or at any time we need to make a fast official decision. Then we post our minutes into a group chat, to note the attendees, and agenda, which is usually just some things for us to vote on. Then votes are cast, decision is reached, and meeting is ended. Now we have minutes that HOA members can request.

If HOA members want to attend the monthly board meetings, then we'll include them in the group chat only... where agenda is set, and votes are cast.

Otherwise, we have tons of non-meeting communications to debate our decisions, in chat. And we talk about other things too, since we're all friends. We do not treat our texts as minutes or something for HOA consumption.

The important stuff - the decisions - are all documented inside of explicit online meetings, with minutes. That way every decision we make is documented, and folks can see this. And this is FAR MORE transparency than was offered by the previous board members -- I'm still trying to get their board minutes -- it's been 3 months, and I haven't seen one yet.

I don't believe Indiana law requires us to do any more than this. I would hate to live in a state that actually did require more (not just in letter, but also in practice).

Florida is very clear.

If you have three board members and you get together to discuss the community, it is a Board meeting and requires notice to the community. If you have two or those three, it is a Board meeting.

If you bump into one another at the pool or in a bar, and the intention was not to meet snd discuss the community, then it isn’t a board meeting.

Email or electronic voting is not allowed.

From all I can tell, email and text (I insist on email as it is easily discoverable and sharing is clear) does not constitute a meeting because no decisions can be made.

This is big person, fiduciary stuff ...

I have always had the attitude that BOD Members can discuss, chat, Email, etc. about anything at anytime but they must vote in public. That is the way it is in SC as SC always leans toward the corporations versus try and rule them. SC laws are full of "unless your Bylaws say otherwise".

Gah - meant Florida and California ... probably should include Virginia , too.

If Florida prohibits HOA talk in person, but not via group chat or phone -- then what's the point of this law? So you can just have 3-way audio discussions online, instead of meeting in person, and do all the talking you want. Why would this be treated differently than meeting in person? That's a giant loophole rendering the in-person law as sorta useless, IMO.

Hi Walter -- I still havent learned how to properly use the quote feature here....

Yes it is very common for board members to exchange emails and speak briefly about updates or provide info for ongoing projects, give POC info for contractors, etc.

But, the law is pretty clear that whenever a board meets in quorum physically or electronically or via phone) an announcement must be sent out with agenda and minutes to follow. And an Open Forum must be provided for members.

Of course if boards do informal meetings from time to time it isn't a problem until someone does something that triggers a complaint which then yields an audit trail of meeting procedures.

When there is a complaint about something fairly serious, the lack of open meeting procedures can potentially be an additional process issue the HOA must address.

For me, I find the open meeting process to be a nice "check and balance" for the homeowner to ensure transparency and accountability.

Deidre

FS 720 is pretty inclusive. Certainly not absurd.

I would not allow a group telecon, or VTC, of Board members, unless it was open to members, and properly noticed - because it would be a Board meeting. In reality, Boards have meetings at a location - Board members can call in.

Recording of Board or annual meetings is permissible by any member ... since it’s permissible, it doesn’t matter if is announced, or the device is hidden - it is open.

Curious Georgie, what do Florida statues have to do with New Mexico?

Well I'm glad for Indiana, not being so strict. If we had to abide by all those rules, we'd have more difficulty getting volunteers to be on the board.

Here's what our state law says about all this: "In addition to the right to inspect the meeting minutes of the homeowners association board, a member of a homeowners association has the right to attend any meeting of the homeowners association board"

But Indiana doesn't specify what constitutes a meeting. Our ByLaws call for a monthly board meeting with minutes, and so we stick with that. All other communications are not considered a meeting, and so we can discuss/debate as needed to arrive at our conclusions. Then we have the official meeting and simply document the topics, votes, and decisions for all to see.

This doesn't even require that we send out board meeting notices. If HOA members want to attend, they'll need to request from us the meeting times.

The previous board, that ran for decades, adhered to the following practices:
1. Even if you requested "who voted for what" for any board decision made, they're answer was "we simply tell you what was decided per majority vote" (not even saying if it was 2 out of 3 or 3 out of 3).
2. We're the new board, and have been requesting the board minutes from the last 2 years ... still we have nothing. I think they might be concocting some minutes after-the-fact now, to give us... if anything.
3. Refused to show proxies, and claimed they were private.
4. Declared that they can ignore the vote of anyone "not in good standing", defined as "has one or more violations" (such as the wrong mailbox, or trash cans in plain site). Per this definition, only 30% of us were allowed to vote! (I got this decision overturned via the "threat of publicity" that I described elsewhere.)
5. Made a big purchase that didn't show up on the annual financial statement. (they pre-bought 24 mailboxes)
6. Wouldn't provide annual meeting minutes.
7. Sent out violation notices for 75% of our neighbors, for things that less than 20% of us wanted enforced.
8. Still demanded that we submit an ARC change request form even for small changes, and if you didn't, they'd send you a violation notice.

And so the new board's procedures for board meetings are compliant with Indiana law, and far more compliant than are the majority of HOA's in the state.

And most importantly, Indiana Law doesn't permit the board to make decisions in-the-dark. The only thing in the dark is "how we arrived at the decision via debate", and that is fine with us here in Indiana. We don't wish to constrict the board members ability to operate that much. We're fine to simply have monthly accountability and transparency on decisions made.

The confidential board meetings are held as needed. As of now, we have very few delinquent accounts, and we'll only discuss action on these quarterly, and have a special private meeting to do so, with private minutes.

It's common sense rules here, with just enough oversight to ensure boards can't make private HOA decisions with no oversight from the HOA itself. We are forced to have monthly oversight on the decisions made, but not on the discussions. This is the best balance, IMO.

The HOA didn't really care. We had a lot of angry folks, but they didn't want to run for the board, so they only complained mostly behind closed doors. Those that did, ran and lost (due to the board's mysterious private proxies). And so when they lost, they just griped for a bit, and dropped it. No one really cared enough to usurp the throne, until I came along 2 years ago, and formed a coalition for a new board. When the meeting came, and we beat them by 5:1 on votes by proxy, they discarded our proxies and claimed their own victory once again. So I filed a Grievance Claim, and threatened to pass it around the neighborhood for others to see, if they didn't simply step aside for the new rightfully elected board members. And so they did, 24 hrs after reading the claim, the board was handed of to the new board.

They're good people, really. They really didn't think that what they were doing is wrong. They had an MC (unlicensed) who was mostly at fault here, and she was the one who threw out our proxies. So our board could claim innocence and indemnity to any alleged wrongdoing. I wasn't trying to prosecute them, but merely replace them. Now we have, all is well again.

We're only partially governed by the Indian HOA Act of 2009/2015 (revised). I'm glad for that. We are governed by the most important parts of it, which can prevent the biggest forms of abuse.

It's so interesting to learn about other states. In TX, for instance, from Ben's report, an executive session must be a part of a board meeting. The board must adjourn to ex. session. But if those matters are confidential, owner discipline or a personnel matter, and no minutes are taken, where is a record of the board's decisions??

In CA, we may do ex. session as in TX or they may be separate meetings all together. In CA the agenda for ex sessions must be posted two days in advance. Minutes must be taken. A summary of the meeting must be given, as in TX, at the next open meeting.

I haven't heard, though, as Ben says, that some states 3 board members can't discuss HOA biz outside of a meeting. That makes sense with a board of 5. but a board of 7 or 9?

I am in Deidre's purist camp and, true, not always popular. I agree with everything in her last post.

I'm thankful that Ohio permits meetings by email, with the caveat that any actions must be approved unanimously and that a summary of these actions appears in the next board meeting's minutes.

What on earth are you supposed to do if you're faced with an emergency or situation that needs prompt attention, but the law says the board must meet in person with proper advanced notice? Just say "oh well, put a bucket under it, we'll get to it as soon as we can"...???

I do understand why the open meeting laws were enacted, and they make sense until suddenly they don't. If I as a board member am going to be held accountable for what happens on my watch, I don't want my hands to be unreasonably tied.

That is part of Corporation Code mostly used throughout the United States, listed in the Bylaws as Action without a Meeting. I am surprised more states haven't banned the practice as the vast majority don't follow the procedure, mostly that the actions taken aren't put into the minutes of the next meeting. So Boards continue to do things in secret.

Why would I be confused?

I appreciate all the comments.
What we decided to do was get rid of the idea of a "pre meeting" and turn it into an executive session since there were some collection issues we needed to discuss along with some others that identified individuals. We took Minutes and had a separate agenda for this meeting.
Then our Board meeting itself went so well (contrasted with Board meetings in the past) that the homeowners in attendance gave the Board a round of applause when the meeting adjourned. We allowed owners to speak after each agenda topic had been discussed by the Board members as long as the privilege wasn't abused. Generally it wasn't. I explained this before the meeting.
There was one problem though that I don't know how to handle, and it will happen again. So I'd like to ask advice. One homeowner who attended was so visibly sick with deep coughing, snarfing, nose blowing, etc. that it seemed she should have been hospitalized rather than attending meetings. While we all appreciated her dedication, we were all upset with her spreading germs. When this happens again, do I as president/chair person, have the right to ask her to leave? (We are in New Mexico).
Thanks!

CD6's recitation of the section of the property code is correct.

What takes place in practice is the the President announces the Board will adjourn to Executive Session when that point on the Agenda is reached. Owners in attendance are asked to leave (or, sometimes, to wait outside if they wish if the ES is perceived to be short).

In ES, the Board discusses the issue(s) and reaches decisions. If minutes or notes are kept (they should not be), they are not published. The PM often makes notes as it is he or she who must implement
the decisions reached by the Board.

The Board then reconvenes in open session. Those waiting outside, if there are any, are invited to rejoin the meeting. The President then states "The Board considered X delinquent accounts, decisions were reached in keeping with the Collection Policy of the Association". Or, "A matter concerning an issue with a property owner was discussed, the Board agreed to refer the matter to the Association Attorney." Or whatever.

There are times an Executive Session is not necessary. Often, as President, I simply announce we have X accounts past due, the management company is following the steps described in the Collection Policy of the Association to collect the past due balances. I summarize the total amount past due, perhaps mention the largest balance past due, and review the collection milestones: 2 accounts have been referred to the association attorney for collection, 1 account has requested a payment plan, etc. I often also announce X accounts are on payment plans (required if requested in Texas in a HOA, with some caveats) and are current on their plans.

Having a documented Collection Policy takes all the decision making out of the equation when considering past due accounts. Follow step 1, 2, 3, etc. and there are no decisions to be made until the Board reaches the point when a lien is to be filed.

I realize there are other issues for ES, past due account collection is most common.