NKOTB; Meeting rules violated?

I am the brand spanking new Member of an HOA for a 70 home community. The meeting at which I was appointed was attended by me and the other board members. Then the next night there was another meeting attended by the board and the property manager. I am just starting to really cozy up to the guidance documents about meetings. I can't figure out if it was even correct to have what was, as far as I could see, not one but two meetings that were never advertised to the homeowners.
These were meetings that were called to order, with motions made, etc.
Did I mention, I am new at this! Just trying to learn what is right and wrong and not exactly feeling like I've got any mentors among the fellow board members.
Thanks.

OK, here's what I found and it looks like Virginia is an open meeting state and requires notice to the membership.

This is from Chapter 26, "Property Owners' Association Act" (https://vacode.org/55/26/3/):

A. All meetings of the board of directors, including any subcommittee or other committee thereof, shall be open to all members of record. The board of directors shall not use work sessions or other informal gatherings of the board of directors to circumvent the open meeting requirements of this section. Minutes of the meetings of the board of directors shall be recorded and shall be available as provided in subsection B of § 55-510.

B. Notice of the time, date and place of each meeting of the board of directors or of any subcommittee or other committee thereof shall be published where it is reasonably calculated to be available to a majority of the lot owners. A lot owner may make a request to be notified on a continual basis of any such meetings which request shall be made at least once a year in writing and include the lot owners’ name, address, zip code, and any e-mail address as appropriate. Notice of the time, date, and place shall be sent to any lot owner requesting notice (i) by first-class mail or e-mail in the case of meetings of the board of directors or (ii) by e-mail in the case of meetings of any subcommittee or other committee of the board of directors. Notice, reasonable under the circumstances, of special or emergency meetings shall be given contemporaneously with the notice provided members of the association’s board of directors or any subcommittee or other committee thereof conducting the meeting.

One exception: if the board must discuss confidential items, they meet in what is called Executive Session. This is not open to the membership. You can find more about Executive Session and what topics may discussed under "Meetings of the Board of Directors" at the link above.

I believe our Articles of Incorporation or maybe CC&R's had the meeting schedule in them. It was set up for the 2nd Thursday each month. So 1 monthly meeting for all to attend. It wasn't necessarily "advertised" because it was built into our structure. I would put signs out at the mailbox at the front entrance. However, it was kind of a known thing after awhile that 2nd Thursday come on down.

I think Virginia is very clear on notice requirements for board meetings.

Melissa - whether or not it is known from a published schedule or calendar, most states have specific instructions for notice.

I’ve never heard of a Study Sessions for boards.

Thanks so much for the replies and information. I am keenly aware that I do indeed have a steep learning curve ahead. At least for the moment, I am ready for the challenge. Too much time on my hands thanks to COVID!
So, I was kind of "tricked" into attending these meetings that were really not kosher. No time machine here, so what am I to do from here on out?
Insist on all meetings being advertised per the law? The remaining members would constitute a quorum so can't they just meet without me if they're p.o.'d that I am trying to enforce the rules?
Seems to me, upon cursory inspection, that a lot has gone on that is not above-board. I don't want to be a tempest in a teapot but I have to respect the rules as written. My ability to compel my other board members to do the same? Questionable.

Ned o add to George's noe about so-calle "study sessions." In CA and I think VA, they must be open to owners if a quorum of the board is meeting at them.

Good afternoon, thanks for all the great ideas! NKOTB means "New Kid on the Block" and as I mentioned, I am a brand new memer-at-large. The circumstances of my appointment were rather extraordinary, such that I didn't exactly have time to prepare and study up. So, to answer your queries: no, no, and no. But I'm certainly working on it!

I disagree with George, Sara. Given the numerous documents he mentioned, it will take much longer than an evening. Here's why:

Much of the language will be unfamiliar to you. Your covenants (aka: CC&Rs; declaration deed restrictions) may have nice glossary in the front that defines these for yuo.

Suggest you read your rules next as they usually are the easiest to comprehend.

Then board meeting minutes and owners annual meeting minutes.

Maybe next, the Bylaws.

Then the covenants. Don't know about yours but ours are 100 pages long, partly due to the legalese in them, takes most folks quite a while to read them.

I'd ask the treasurer or property mgr. to help you with understanding your "financials." Included, maybe review your HOA's reserves with this person.

I'd as also ask an experienced director or your PM to tell the the statute #s in VA that apply to your HOA.

I can't tell you how many times I've read our Declaration and Bylaws. I have good working knowledge of what they say. But exact wording matters with this stuff, and I've had to go back numerous times to check exactly what specific sections say - "shall" vs. "may", or whether there is qualifying language such as "unless specified elsewhere", or to quote a passage if someone wants to argue about the meaning.

There are pitfalls for the unwary. :-)

This isn't about rights, Sara.

Sooooo many of those posting asking for help have almost nothing to understand their circumstances in their HOA - much like sooooo many of the folks in my neighborhoods have done almost nothing, but still rant and rave about "the way things are."

I ask each the same question - have you read the governing documents? Most get mad - because they haven't read anything.

I'm sorry that my answer caused such resentment - it was meant only to remind you to do your homework first - which will allow us to be more effective at helping you understand

And, I need to point out that all I had to go on was your response that you had not read your governing docs.

And, I need to point out that all I asked was if you had "read" you governing docs - not that you understood them.

Sara,

Since you are in Virginia, Fairfax County developed a guide.
It's a good place to start and see how Associations should be ran.

Typically, it's not how Associations are actually ran, but a good goal.

Hope it helps:

The Fairfax County Community Association Guide

Tim,
That's a very helpful suggestion. I agree, in an effort to improve how things are going with my board, I should avoid running roughshod over them with a "I've never done this before but I'm sure I know better than you!" attitude.

Honey + flies > vinegar + flies

Lat night, I was chatting with one of my new fellow board members and I casually asked "Say, do we have a regular meeting schedule? Once a month or anything like that?" And he said "Nah...if J*** wants a meeting, or S** wants a meeting, they just kind of email the rest of us." And by the "rest of us" it was pretty apparent he did NOT mean "all the owners in the neighborhood."

I am confident that we can get this straightened out, and many thanks for the advice of those folks on this forum who are helpful.

I'm sure I will be asking for more information as I get my feet wet.

Sara, see what your Bylaws say about when/how often board meetings should be held. If silent, VA state code for non-profits may say something.

See you Bylaws about who may call board meetings. If your Bylaws do not require regular board meetings on a certain schedule, quarterly is common, then it sounds like there needs to be special meetings of the board. Who is permitted to call these meetings. If your Bylaws are silent, this should be in VA state codes on non-profits (assuming you are one).