3-member board vs open meeting laws; quorum

I have heard that in general a quorum of the board speaking together about association matters constitutes a meeting but that is not necessarily true. In Texas, for example, it is only considered a meeting if "property owners association business is considered AND the board takes formal action." So, if we don't take formal action it does not have to be an open meeting.

Obviously, every state has different laws, though.

To SueW6

The CCRs were recorded in 1999, but the Declarant apparently never got around to Bylaws or Property Rules. There ARE Architectural Guidelines. I’m a newbie; an annual meeting is held every year and “elections,”:which amounts to whomever is willing to serve.

But now we have a problem, with only 3 Board members. I know others have 3-member Boards, and I’d like to understand how you function

B,

I would ensure, every way possible, that there really are not any Bylaws - ask anyone and everyone about this. Bylaws are usually almost complete boilerplate - so are easy to make part of a turnover package of docs on transfer to the HOA from developer. Have you spoken with the developer?

I would then start work on a set of Bylaws - this should be pretty easy since, again, they are usually boilerplate. Check with other HOAs in your area and model yours on theirs.

I would ensure the Bylaws allow modification by a majority of the Board - don't mention numbers, just a majority. Allow some flexibility on the number of directors - something like, "between 3 and 7, but always an odd number" ... or, just pick a realistic number - many recommend five as a good management number, allowing two members to meet and work on projects.

Again, make sure Bylaws don't already exist!

Sorry, George

B,

Hmmm.

So, you have called the developer?

I can't imagine there aren't hundreds of communities - perhaps not exactly the same as yours, but close enough to provide the basis for Bylaws. BTW, Bylaws, even between different states that have like statutes for HOAs, don't vary as much as you might think.

Not sure I follow the logic of this, "...and to what purpose since none have been followed because there weren’t any?"

If you have sets of Bylaws from other HOAs, perhaps they can be retyped, or read by Adobe software to provide a basis. I did a set about two years ago ... not a big deal ... does require some time, though.

Maybe post the ones you have collected here and see what others think?

Thank you, John C. I appreciate you answering what I asked! Unfortunately, AZ Laws include the following, from Az Revised Statutes Title 33

3. A quorum of the board of directors may meet by means of a telephone conference if a speakerphone is available in the meeting room that allows board members and association members to hear all parties who are speaking during the meeting.

4. Any quorum of the board of directors that meets informally to discuss association business, including workshops, shall comply with the open meeting and notice provisions of this section without regard to whether the board votes or takes any action on any matter at that informal meeting.

F. It is the policy of this state as reflected in this section that all meetings of a planned community, whether meetings of the members' association or meetings of the board of directors of the association, be conducted openly and that notices and agendas be provided for those meetings that contain the information that is reasonably necessary to inform the members of the matters to be discussed or decided and to ensure that members have the ability to speak after discussion of agenda items, but before a vote of the board of directors or members is taken. Toward this end, any person or entity that is charged with the interpretation of these provisions, including members of the board of directors and any community manager, shall take into account this declaration of policy and shall construe any provision of this section in favor of open meetings.

Hi, I believe that based on what you wrote. 2 board members talking, does not constitute a board meeting.. a board meeting needs an agenda and needs to be duly called.

All hoa business should be done at duly called meetings. There are exceptions, for emergencies, and some administrative things can be handled by unanimous written consent. As a practical matter, that doesn't mean a conversation can't be had with another board member. But in general.. if a majority of the board are gather somewhere,,whether social or not, and they discuss board business. That is a meeting. The point is, Board members should avoid discussing board business outside of meetings in order to comply with the open meetings requirements.

“Intension” (of any discussion) the key word.

Example of a chance meeting at coffee shop:

A: Gee, the front entrance sign looks ratty
B: Yeah, we need to discuss that.

As opposed to:

A: gee, the front sign looks ratty
B: I’ll get Phil to repaint it. He charged $500 five years ago.
A: Go ahead and get it done.