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VictorN2 (California)
Posts: 12
Posted:
Hello
Sorry for questions but this is my first time on a board and we are a new community. I would like to know is it legal for board to get together and discuss issues but no action is taken. My community is located in Ca.

Thanks
Victor
ChrisE8
Posts: 454
Posted:
Yes, completely fine.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By VictorN2 on 01/27/2021 10:36 AM

Sorry for questions but this is my first time on a board and we are a new community. I would like to know is it legal for board to get together and discuss issues but no action is taken.
Assuming non-confidential topics are being discussed, and as long as the meeting is open to members, yes. If the Board is, say, out having breakfast and talking Board business, then this is highly inadvisable and may be violating a law or covenant or two.
KerryL1 (California)
Posts: 14,550
Posted:
It's best to disregard replies from other states as CA has a very detailed Open Meeting Act. A quorum (usually a majority) of directors may not get together and discuss upcoming HOA/Board business EXCEPT at meetings that have been announced (noticed) to Owners in a way that most owners would be able to read the notice.

We ost ours on bulletin boards, and our property manager (PM) sends an blast to owners the required 4 days before an open meeting with the a agenda for the meeting. Executive sessions' agendas must be posted two days in advance and may only include a very few topics.

Visit Davis-stirling.com for more info specific to CA. You might start with "Open Meeting Act" an go from there about meetings in general.

Meanwhile, if your have a PM, s/h should a be ale to advise your Board about the legality of meetings of directors. good luck!
JohnC77 (California)
Posts: 562
Posted:
If a board is getting together, say, in a Zoom meeting or in person, and a quorum is present, the answer is no. Can they discuss things by email, yes. Can they take action NO, unless it is deemed an emergency, which many still do. If action has been taken, then notice of such action must be placed in the very next meeting's minutes.

Meeting means:

A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board

Business Fined

“Item of business” means any action within the authority of the board, except those actions that the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a quorum of the board.

For clarification of the Open Meeting Act signed by the Governor in September 2011, go no further than to the author of the bill. He is now a US House Representative, https://desaulnier.house.gov/
CathyA3 (Ohio)
Posts: 6,299
Posted:
What about board members conducting a community walk-through? Three person board, two directors do the walk-through: that's a quorum discussing association business. If the open meeting laws apply to that as well, it would make these sorts of things totally unproductive.
JohnC77 (California)
Posts: 562
Posted:
Quote:
Posted By CathyA3 on 01/27/2021 1:27 PM
What about board members conducting a community walk-through? Three person board, two directors do the walk-through: that's a quorum discussing association business. If the open meeting laws apply to that as well, it would make these sorts of things totally unproductive.

Rules are broken all the time.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Cathy,

I've read of boards being clear - to the point where the walkabout is formally noticed and that the board will be walking the community - seems like a great idea of casual meeting and greeting.

Call to order, read the minutes from last meeting, and walkabout!
BillH10 (Texas)
Posts: 1,217
Posted:
Cathy

We have had that type of issue come up from time to time when there are two or more members of the Board walking about the property--especially if there is an issue with which the Board must be acquainted. The most recent was a dispute regarding a property line between our Village and the Master Association involving responsibility for landscape maintenance and irrigation systems.

As the President of the Association, I cautioned the Board Members before we began we were there to understand the issue and gather information, we were not to reach decisions on the subject of the walkabout or any other Association topic.

Finally, I prepared a brief synopsis afterward and asked the Village Communicator to send it to the distribution list in case someone observed us and thought a palace coup was afoot.

My view is, if someone wished to make an issue of not holding an Open Meeting while the Board is being oriented to an issue upon which a decision must be made, then they can haul us into court. Hopefully any judge hearing a complaint like that will smite the plaintiff with the broad side of a judicial sword.
JohnC77 (California)
Posts: 562
Posted:
Quote:
Posted By BillH10 on 01/27/2021 2:18 PM
Cathy

We have had that type of issue come up from time to time when there are two or more members of the Board walking about the property--especially if there is an issue with which the Board must be acquainted. The most recent was a dispute regarding a property line between our Village and the Master Association involving responsibility for landscape maintenance and irrigation systems.

As the President of the Association, I cautioned the Board Members before we began we were there to understand the issue and gather information, we were not to reach decisions on the subject of the walkabout or any other Association topic.

Finally, I prepared a brief synopsis afterward and asked the Village Communicator to send it to the distribution list in case someone observed us and thought a palace coup was afoot.

My view is, if someone wished to make an issue of not holding an Open Meeting while the Board is being oriented to an issue upon which a decision must be made, then they can haul us into court. Hopefully any judge hearing a complaint like that will smite the plaintiff with the broad side of a judicial sword.

AMEN and pass the biscuits.
VictorN2 (California)
Posts: 12
Posted:
Thank you very much for the feedback
VictorN2 (California)
Posts: 12
Posted:
Would i be able to call an executive session without management?
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Is the executive session in accordance with state statute?
VictorN2 (California)
Posts: 12
Posted:
I actually don’t think so because it won’t be personal matters. Right now it will be mostly budget issues. Home owners just took over the board. How would the board be able to get together to discuss issues and be within the rules. Would we have to do this after the agenda is posted?
Thanks
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Victor,

Just follow the statutes and bylaws.

Opinion not required - follow the rules.
KellyM3 (North Carolina)
Posts: 2,239
Posted:
Quote:
Posted By VictorN2 on 01/27/2021 5:52 PM
I actually don’t think so because it won’t be personal matters. Right now it will be mostly budget issues. Home owners just took over the board. How would the board be able to get together to discuss issues and be within the rules. Would we have to do this after the agenda is posted?
Thanks

Victor,

Communication between board members, outside of called meetings, is absolutely necessary to conduct business and keep your operations flowing smoothly. Don't conduct board business where money is spent or policies are created outside a board meeting.

Seeing your fellow board member in the neighborhood or meeting up to review something shouldn't require all the disclaimers and paranoia outlined in this forum. Use common sense and don't spend dues payers' money outside meetings where minutes are kept and audiences are invited.
SheliaH (Indiana)
Posts: 6,964
Posted:
You don't do an executive session to discuss the budget - that's the type of thing that SHOULD be discussed in front of homeowners. Set an agenda, distribute it to everyone, and run your meeting. If people are interested, they'll show up, and even if only one person is there, discuss what you need to discuss. If this is strictly a brainstorming session, that's fine, but make it clear to everyone at the start that's what it is and no official business will be conducted. Remind your board colleagues of this as well. Let the homeowners listen in, but don't allow questions or comments from the floor so you'll get to all the agenda items.

That said, it may be better to make this a town hall meeting, as some have suggested, so homeowners have a chance to ask questions and make suggestions. You may find some very talented people who might be willing to volunteer for an advisory committee to research some topics and make recommendations to the board, such as the pros and cons of hiring a management company. To keep things decent and in order, set some ground rules and appoint someone to take notes, so a summary can be published and distributed to the homeowners.

For instance, people should raise their hand before speaking and not interrupt whoever's talking at the moment. The president or whoever's running the meeting will call on the next person and once that person says whatever, don't return to him or her until after everyone's had a chance to speak. Limit each speaker to 2 minutes or so - and don't be afraid to tell them time's up (time them, if necessary, but be discreet). Of course, shouting, cursing, threats, fistfights, etc. is a no-no. First, you'll be asked to stop, and if you keep acting like a three-year-old, you'll be asked to leave - or escorted out if you start getting rowdy.

There are several conversations on this board about meetings, so you may want to look at a few to see how others have addressed them. I believe the Davis-Stirling website has a number of good articles and suggestions. In fact, you'll probably get to know that website very well as you and your neighbors began to do the work of managing the association. There are also books and articles all over the internet on things like setting agendas, parliamentary procedure, etc. - start Googling, see what you find, and learn from it. Good luck!

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
KerryL1 (California)
Posts: 14,550
Posted:
Victor, please read the citation I gave you for Davis-stirling. com. Go in their Index to Executive session. Also read your own Bylaws, which also should say when the Board can meet in executive session. You may NOT meet in a closed meeting about the budget.

Don't you have a Property manager or HOA attorney to advise you??? Your questions are important but very basic.

Say, what size is your HOA? How many board members?

Kelly offers good advice, but CA is somewhat stricter than NC.
VictorN2 (California)
Posts: 12
Posted:
Thank you for the reply we have 450 homes 1 master association and 3 sub association. 5 board members for master and 3 members for each sub.The management tells us we can not meet without them. We do have general council contracted by management which cost hoa money everytime we ask questions. I did read the davis sterling but it said the board shall not take action on any item of business outside of a board meeting. So what is considered action?
SheliaH (Indiana)
Posts: 6,964
Posted:
Uh, the manangement company works for the association, not the other way around. You and your colleagues should already know what's in the contract, so look at it again and see if there's language mandating the management company attend all meetings. I suspect there isn't anything to that effect, so hold your meeting without the property manager if that's what you want to do.

Regarding your question on what's considered action, it's basically a task that has to be done by someone. For example, the board meeting agenda includes a discussion on hiring a landscaping company to do the community's lawn care. Someone might make a motion to have the property manager send requests for proposals to various companies for the board to review at the next meeting. Someone else seconds the motion, the board votes to approve the motion. and the property manager is told what needs to be done - that's the action. However, if a board member took it upon themselves to hire a landscaping company without it being discussed and voted upon at a board meeting, that would be inappropriate. If you read assorted conversations on this website, you'll find some board presidents are notorious for doing this sort of thing. And I won't even get into possible conflicts of interest - that's an issue for another day.

I agree with Kerry that your questions are really basic, so it's time for you and your colleagues to invest in some education. There is a lot to learn and you shouldn't be expected to do all of it yourself. Looking through the Davis-Stirling is a good start, along with your documents. In fact, some of your questions are probably addressed in there, so if you're not reading them, that's where you should start. In fact, I suggest holding off on the budget meeting for a little while and hold a meeting where each of you summarize a section of your bylaws that address board duties and the budget so everyone knows what's expected of them.

I'm sure there are chapters of the Community Association Institute (CAI) around, so check out its website to see if there's one near you. If not, their education section is quite good and has all sorts of books and webinars you can purchase for training on many HOA issues like duties of board officers, rule enforcement, approving exterior change requests and reserves (something you'll need to discuss in this meeting if you're discussing the budget). You can get a group membership and then everyone can start educating themselves and each other on fundamentals.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Victor

Become familiar with Davis-Stirling. It has a good Index for searching on a subject.

The PM works for the BOD and the BOD can meet without the PM. That said, the PM might be doing a lot of the work and it might be best they are at the majority f the meetings.
ChrisE8
Posts: 454
Posted:
VictorN2, I would ignore my post above, given California laws.

However, if board members couldn't ever get together and talk, that would even mean that they couldn't even all come to a neighborhood party or something, so surely there is a line somewhere that separates when board members can come together and talk and when they can't.
VictorN2 (California)
Posts: 12
Posted:
I am actually signing up on echo-ca membership. I have read the bylaws for the master and sub association.. For example one home has a problem with wasp on their private use balcony. The service is charged to the master association but our bylaws say that the master is responsible for common area. Am i right or wrong i said this charge should go to the sub association bit management says no.
Thank you very much for all the help

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