Executive session eligible information

Sasha,

This seems like a continuation from another thread?

Sasha

I agree with Kerry's advice when the point is reached when the Board is considering bid submissions and interviewing vendors.

However, the discussion leading up to a decision to solicit bids to replace a vendor should be held in an open meeting. What are the reasons the Board wishes to change vendors? Do owners have experiences to share, input, or recommendations. While the Board is empowered to make the decision to go to bid, a motion to solicit bids, surrounding discussion, and the vote to do so should be held in an open meeting environment. And, frankly, with the opportunity for owners to provide input through some suitable method.

I agree with the others who said it falls under contracts. Contractors are not employees.

Augustin

I'm going to disagree with your ultimate conclusion. Your rationale is valid, however, contractor performance issues can be discussed in ES which would lead to a motion in an open meeting to solicit bids for a new PM company or landscape contractor.

Nothing more needs to be said regarding the reason(s) for seeking bids. I believe words can be found to explain the actions of the board which are not demeaning to the existing contractor.

I am bothered by the words "

You spoke of "discussion" happening at an open meeting. Per California law and to be as clear as possible, I think contractor performance issues must be discussed in Executive Session.

Now you are changing/refining the scenario (which is fine). Is a motion to solicit bids for a new vendor, with zero discussion, required to be in an open meeting? Since I do not see this listed at https://www.davis-stirling.com/HOME/Executive-Session-Meetings, I suppose so.

I agree with your concerns that this Board is up to something as far as changing vendors is concerned.

California does not require open board meetings to have an 'open forum' section, where members may freely comment. But if SashaE1's board is in the practice of having an open forum, then this is another argument for at least putting the vote (without discussion) to invite bids in the open meeting.

California Civil Code §4935. Executive Session Meetings requires, among other things: "(e) Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership."

I suppose it is possible that the motion could be made in executive session but then published (without the discussion) in Minutes distributed to all, satisfying the law.

Some of these points seem very fine to me. I do not envy the new board member who has to try to articulate the alleged unlawfulness of this to a board majority.

Thanks for the important correction.

It appears California statute requires that the agenda for an Executive Session meeting be provided to members, and with the proper number of days (four) notice (four days). The ES agenda can and should be more "circumspect," as the Davis-Stirling.com site says. See:

https://www.davis-stirling.com/HOME/Meeting-Agenda-Required

https://www.davis-stirling.com/HOME/Statutes/Civil-Code-4920#axzz2CR2ljirY

To me this gives meaningful legal power to the minority director who asks her or his board to (1) publicize on the agenda that bids for a new vendor are going to be discussed (or similar language), pursuant to (see the statute citations); and (2) put in the published Minutes that this was discussed (leaving out the detailed discussion); any motions made; and the vote on the motions, pursuant to (see the statute citations), assuming the motions themselves are not somehow confidential.

Why? Because if HOA members do not know that xyz topic is on the agenda, then they lose their chance to decide whether they want to attend and comment, possibly swaying directors' votes or a motion to reconsider.

Thank you all for your responses. I appreciate your insights . Kerry, will look into the subscription you mentioned on Davis-Stirling website. The more we learn from reputable sources, the better equipped we are to serve imo.

Augustin, I see your point. Is there a way to have the discussion in executive session to protect the vendor from defamation regarding if the majority of the Board want to replace this vendor and then if the vote was to replace the vendor at the end of this discussion, make this decision known at a regular meeting to inform the homeowners that this discussion took place and provide an opportunity to solicit their input during open forum before the action to replace becomes official ?

Augustin

Please provide correct information.

If the ES is scheduled with the Open Meeting, it is four days.

If the ES is scheduled between meetings, it is two days.

If the ES is deemed to be an emergency, no notice requirement is needed.

The ES agenda that a member sees will generally list only the 5 topics that should be discussed in ES. A more detailed version normally is given to Board members.

A member, unless invited or summoned does not attend ES. Therefore, it wouldn't matter what it says because even if a topic appeals to them, they couldn't attend. That same premise does apply to Open Sessions and why the statues states that only topics listed on the Open Session can be discussed by the Board and possible action taken. Emergencies would be the exception.

In addition, what members ask during open forum doesn't have to be on a topic on the agenda. But, let's say a minority board member tries to get a item on the agenda but is constantly blocked by the majority. One way is for a member to bring it up.

First, see if KerryL1 has anything exact to offer on this point, because now I think the discussion is getting into some of the finer points about transparency and what statute requires. I do not think how to proceed is all that obvious from reading at davis-stirling.com.

Second, is your Board publishing the required agendas for its open meetings and executive session meetings?

Third, is your Board putting in the published Minutes appropriate, circumspect statements of ES topics?

Fourth, what is the status of these discussions on a new vendor? Have they already happened? Are they about to happen?

I think "official" is a loaded term. Boards can (1) always entertain a motion to reconsider a prior motion. The motion to reconsider must be made by the person who voted with the majority on the prior motion. Second, Boards can change their minds in general and sometimes, have a fiduciary duty to do so.

I appreciate that you are trying to do the right thing and uphold your fiduciary duty. But again, I do not like what you are up against. To many people, the toll on one's psyche can add up. I keep in mind the theme (so to speak) of CathyA3's and KerryL1's comments (in another thread) about being a team player (with some exceptions). It is hard to judge the situation there other than it seems clear the board majority's hackles are up and they are not going to play nice.

Hi Augustin, Our Board published only the regular meeting minutes to the membership. The Executive session meeting minutes are published and only viewable to the Board members. As for the ES minutes it does not state anything that was discussed. It only states if something was voted on. Can a Board member ask to include a particular statement they want to make into the ES and/or Regular meeting minutes? Also, I’m unclear if Board members can speak up during Open Forum of a regular meeting?