can several board members email and chat 'biz' over coffee?

Wow that is going too far. Hate to run into a neighbor at Starbucks and start an HOA meeting. If it is not in the official notes of the HOA taken by the Secretary and signed off by the board it is not official business.

Adam,
It is important to remember that you are still an owner in your community. You are allowed to do anything you want and also speak to other owners. The only thing that would be disallowed is have a majority of the board meet onsite or off to discuss HOA business. Board business should be handled during board meeting. I think it is perfectly fine to speak about things that may come up and get a felling if your ideas have merit. If you have something that you want to bring up for discussion it is best to float it out to a few members separately. I would not lobby for their vote just get the feedback and let them wait until the board is together and hears your pitch and can discuss as a group. I personally would start with the President because he can get it on the agenda. If not, normally it takes a minimum of two board members to add an agenda item to the meeting.

I believe Adam is asking about etiquette rather than legal.

Generally, a Board works as a team and should decide things as a group. Initially I tried to have conversations with people outside of meetings, and was always declined. I no longer do, we have more frequent meetings and only discuss as a group. So I wouldn't try to have a discussion with a subset of board members.

ADD ON

Make that a Quorum of BOD Members.

As long as you do not have discussions with what ends up being a board majority, I say no problem. If you do have little non-board meetings here and there with a board majority, and there is a vote at an official board meeting that references, directly or indirectly, without full discussion at the board meeting, topics discussed outside the meeting, then you are in trouble. Why? Because now, things are left out of the board meeting that owners have a right to know, yet you have a board majority voting based on information not presented at the board meeting. I say: Foul.

City Councils often have strict rules (backed by city ordinance) about councilors meeting such that there is a quorum.

Are you sure a HOA Board can meet for an executive session to discuss items that are supposed to be discussed in an open session?

-- Are you sure that AdamL1's Bylaws do not require notice for an executive session?

-- Are you sure that state law in Idaho does not require notice for an executive session?

i'm just generalizing Augustine, but the old butt band-aid CYA. I suppose anything is game, if it's a chat to discuss hiring a new PM. new vendors etc, chatting about that problem owner and what recourse you can
take. If it's just a get together to discuss what clown or magician you're going to hire for the community picnic, I suppose that would be questionable too.

Agreed, that's a bald statement of "fact" that may be completely wrong without specific knowledge of the statutes and documents that apply.

Generally speaking, if a quorum of board members are discussing association business, it may be considered a meeting and should be open and proper notice has to be given. It varies from state to state, though. For example, in Texas it is only a meeting (under state law) if the board takes some formal action.

If the number of people having a chat are less than a quorum, then I see no problem at all.

In what state is your hypothetical cat?

Hi Michael, I am referring to the PM

Great.

Please quote what the Nevada HOA statute and the Nevada COA statute say about executive sessions.

We let the cat of the bag. That is because our current contractors knew our policy upfront. Simply that if you want the contract for next year you submit a bid along with the rest of them. It's a business after all. They completely (or should) understand that your HOA has a 3 bid process.

This is how got rid of our bad lawncare person. It also let us make changes to the contracts every year. That meant maybe a raise, changes in responsibilities, or letting them go. A business understands this is how business works. It may be you that doesn't if you can't discuss requiring a yearly bid.

I see Ben's statement as a general one and as helpful to anyone who reads it. It's not "verbose," and I agree with it per CA.

Adam refuses to tell us what his state law says about this topic. His state is Idaho and I do not understand why he changed it to USA.

Adam keeps adding new posts, but leaves us, or at least me hanging in his earlier ones. I haven idea why he won't tell us what Idaho has to say about this topic, if anything.

I'm not sure what you're looking for Kerry. Was there something specific you needed me to answer? I asked a question and many others responded. I'm not sure what you're on about. Is there conspiracy you're concocting that needs a response?

in my state, all it says it that BOD meetings require a majority if not specified in Bylaws, but the Bylaws cannot reduce the quorum requirement below 1/3 or less than 2.

However, this is for official meetings.

I'm talking about getting together with a few other directors informally to strategize or brainstorm....not official meetings.

I "went on" about this because of your question in the subject line. You want to know if it's OK, blah, blah, but you don't tell us what your state's statutes or your own Bylaws say about yOUR topic. With MichaelH, you might be missing something in your state's non-profit codes.

AugustinD, off the top of my head, no. Which should be another good example of why AdamL1 needs to be sure of what he's doing and not just trust any rando on the internet.

I probably won't be able to chase down where I got that info/impression before our upcoming board meeting but I've got it on my todo list.

[AugustinD, this reply was penned over a

"How come AdamL1 needs to be sure of what he is doing when he does xyz but you do not need to be sure of what you are doing when you post? "
"long-term posters here spewing cr-p"

This hit home. In my short time here I've quickly found that there are 2-3 people who consistently post bullshit answers. More than half the time I've seen them post I know to ignore what they say. One of them does have good input at times but it's often mixed in with inflammatory comments.

While your response to me came across initially as a kind of "shut the f--k up" I'm now choosing to interpret it as "cut that out." No matter if you actually did intend "shut the f--k up" precisely because I don't want to end up on other people's "ignore this person" list.

So consider me chastened.

In a quick search on the subject at hand, the closest things I've found are people (at least one lawyer and two management companies) writing about Florida Chapter 720, and saying in essence what I said before. When I actually looked at the statute I didn't see clear language that said what they said and which I repeated.

So, my apologies to AdamL1, you and anyone else here that needs to hear it. I shouldn't have repeated "information" based on analyses that I hadn't checked by looking at the source.

MichaelH34, for what it is worth, I do consider best practices for a HOA/COA to be for a majority of directors never to meet and discuss HOA/COA business unless the meeting is properly "noticed" to the owners. I expect a number of law firms nationwide advise this or more generally, "It is advisable for directors to discuss HOA/COA business only at official meetings of the Board or, in emergencies, via email pursuant to any state statute section that permits 'actions without a meeting.' A lawsuit is not likely, but the law firm thinks it is possible, and successfully defending such a lawsuit is not guaranteed."

Probably even just two HOA/COA directors meeting and discussing HOA/COA business is not advisable, even if there are, say, nine directors currently on the board. But if it happened at my HOA/COA, I would not complain about it. One should pick their battles, especially picking the ones that actually have a major effect on the HOA/COA operations. Plus you all are volunteers. I agree with HenryS7's recent post that a little generosity is appropriate with volunteer directors, as long as they are at least trying to follow the covenants, bylaws and the law.

Perhaps what you may have read, regarding state statute sections and HOA/COA directors meeting without the meeting being official, are one or more states' Open Meetings statutes. These Open Meetings statutes sometimes, but not always, clamp down on the possibility of members of state legislative committees, city councils, city planning commissions, and the like meeting casually, without notice to the public, and discussing city, county or state business, all while the law is clear such un-noticed meetings are not allowed. Members of the public have gotten a hold of such un-noticed government agency meetings and have sued. Rightly so, as far as I am concerned. But these Open Meetings Acts do not apply to non-government agencies and non-government corporations. Instead, what the membership of the corporations are stuck with is their own Bylaws and other, more specific state statutes that by my reading, have never made the strict demands the way some states' Open Meetings Acts do.

Enough internet pedantry. I expect for you or anyone to call me out whenever I am spewing something that sounds false. I hope I am as gracious as you are about it.

I'd like to return to MichaelH's statement: "Some states say nothing while some say that if you have a quorum of board members meeting, that becomes a meeting and other meeting rules apply such as publishing minutes and so on. Even if all you do is discuss topics and make no formal decisions!"

In CA, a quorum of the board gathering and discussing Assn. business IS defined as a board meeting. CA is an open meeting state and Assn.* board meetings must be open to owners to attend to see and hear directors' processes of making decisions. Such meetings require 4 days posted notice and agenda. No items may be added to the agenda of the open meeting unless urgent.

HOA Boards in CA may meet in person for true emergencies with no posted notice or online. Because it IS a meeting, the decision must be attached to the next open meeting minutes.

As Mark notes, only certain matters may be discussed in executive sessions of the board in CA: Owner discipline, legal matters, contracts in formation, Owner payment plans, personnel matters. In CA, there's a required 2-days posted notice for executive session.

Fewer than a quorum of directors may discuss anything they like outside of a duly-noticed open board meeting in CA.

Many other states have similar statutes, but, as Ben shows, there's a difference between CA & Texas. I believe JohnC of SC has written that board meetings must be open to owners, but no notice must be posted.

* There is no distinction among condos, detached homes, etc. in CA; they all are "Common Interest Developments" (CIDs) and all are subject to the Open Meeting Act, AKA "the Act." For more, visit Davis-stirling.com, which is written by CA HOA lawyers. While a lot applies only to CA, there's much in the INDEX that applies to any HOA, i.e., "Contracts"; meeting minutes; sample agendas, etc.

Yes, I, too, know the statute exists. I'm just really slow at looking things up. All of the below are CA Civil Code citations. Some states have some that are very similar. Some, like apparently ID, are silent. Here ya go:

Calif. Civil Code §4090. "Board Meeting" Defined.
“Board meeting” means either of the following:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to HEAR, DISCUSS or deliberate upon any item of business that is within the authority of the board….”
[(b) teleconference meetings.]

Civil Code §4155. "Item of Business" Defined.
“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.

Civil Code §4910. Board Action Outside of Meetings; Emergency Meetings.
(a) The board shall not take action on any item of business outside of a board meeting.

(b) (1) Notwithstanding Section 7211 of the Corporations Code, the board shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in paragraph (2).

(2) Electronic transmissions may be used as a method of conducting an emergency board meeting if all directors, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the board meeting. These written consents may be transmitted electronically.

 I very rarely use the language of CIDs as I agree it can be confusing. Sometimes, tho', CA posters, seem to think that assn. condos & detached homes are under different statutes, so these poster need to know the Davis-Stirling Act applies to all kinds of CA assns.
 
I only recently noticed that the language of "the Act," specifically regarding CA HOAs is being used. The Davis-stirling.com site has under the heading of Types of Meetings: "-exceptions to the Act."

My HOA's restated Bylaws, which are out with voters, was entirely written by our HOA general counsel: "Section 3.1. General Board Powers. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, the Act and other applicable law and any limitations contained in the Declaration...."

I'd say, then, that nowadays, those who practice & write about CA HOAs use the term "the Act" only in reference to CA HOAs and the Davis-Stirling Common Interest Development Act.

It was the "gathers to conduct association business" part in 720 that made me think that it doesn't say what others were claiming.

The wiggle room might get less wiggly in cases where the members were in the same place for no other apparent reason but outside of a formal judgement I don't see that people in FL need to be too paranoid. Just mindful that they shouldn't make any lasting decisions in that kind of gathering.

In our community it would trivially easy for a quorum of BOD to end up talking to each other on the street. If more of them lived here or weren't snowbirds. Most have dogs so the chances are quite high.

Both Arizona's HOA statute and COA statute say the same thing:

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.

In California, and in contrast to KerryL1, I actually think notice of a board meeting is required even for gatherings of directors in California, where a quorum "just happens" to be met, where association business is discussed even merely "incidentally."

California and Arizona seem very clear that they do not want a quorum of directors gathering to mull over any non-exec session item over, unless owners are given proper notice and permitted to observe.

At this point, the interesting part to me is whether in California and Arizona, email exchanges between a quorum of directors can constitute a meeting under California and Arizona law. California's Civil Code 4090 has more to say about electronic meetings. California seems very clear on this as well, in my opinion: Such email exchanges are "meetings" under the California HOA/COA/CID statute and are not allowed unless all the owners get notice of the email exchange; can observe it; and more. I think directors being present irregularly in a discussion by email even has a name: A "rolling quorum." And a rolling quorum causes all manner of problems when it comes to complying with open meeting statute sections.

Bad on me for my comment:I apologize to MichaelH34 for giving him such a hard time.