Can I require the board to meet in person?

Do you have the lawful power as HOA president to require attendance in-person?

-- In view of the pandemic, and if push came to shove and this landed in court: I think you would not prevail.

-- I would not think much of anyone who wants to insist someone risk her/his health during a pandemic when this is simply not necessary.

-- Your reasons do not trump this director's reasons, AFAIC.

-- I think you should let this person attend meetings by phone, zoom or google meet.

-- Of course, you can always do whatever you want and see what happens.

You may be able to if your bylaws require it.

But I would ask: what do you believe in-person meetings give you that you can't get from on-line meetings?

I personally love being able to meet on-line:

* flexibility on timing
* no need to hunt around for meeting space which we may have to pay for
* ability to record the meeting for those who can't attend
* allows shut-ins and others to attend
* allows the meeting host to better control the meeting by muting people until it's their turn to speak

There is a chance I may be going back onto my association's board, and I've made it clear that in-person meetings are a deal breaker. For some reason our country has decided that we're done with covid. But case numbers are rising and actually are now higher than they were during the delta wave - and that's with much lower levels of testing. Board members already are sacrificing much of their free time and sanity in order to serve on the board. Expecting them to risk their health is not reasonable, and could discourage capable people from serving.

Can you clarify, Michael, that the "safety" reason relates to Covid? Or is she afraid that if owners know her face, they might harass or harm her?

(I don't see how forcing her attender, if legal, could be the president's decision alone.)

IMO, unless your Bylaws or WA state law requires all assn. directors meet in person, the Board may not vote that she must. So what do the relevant documents say on this point? Could it also be that Cathy's state permits her to never attend in person?

In CA, long before the pandemic, Civil Code says all directors may meet electronically except for one who must be physically present at the meeting location. All directors must be able to hear all other directors and hear Owners in attendance for our required open forum. All owners must be able to hear one another and directors.

We occasionally see on this forum associations where almost all directors meet remotely because they only live in their assn part-year, e.g., "snowbirds."

I happen to entirely agree with Michael's desire for all to meet face-to-face but for some different reasons. For the two or so years we board members (of 7, but the commercial unit's rep, never attends, so 6) met only via Zoom, I always felt I was "missing" something. To my overly visual mind, I was seeing disembodied heads. I wasn't seeing persons' hand gestures or the facial or body-language reactions of several directors to one director's remarks. I couldn't see the overall visual responses by owners. I wasn't seeing the whole picture. The social context was completely missing--seeing the group as a whole. Now this may only apply to me as even more of a visual learner than I realized, and I eventually "got used to" Zoom. But I understood matters more thoroughly at in-person meetings.

Of course it's great for shut-ins, those who just don't want to get "dressed" for a meeting, those concerned about Covid, directors traveling abroad, etc., etc. (We have a meeting room and don't permits recordings.) And our hybrid open meetings are working out really well.

Unless there is something in your documents giving the president special powers, no. I think there are valid arguments for both sides or a hybrid meeting but, in the end, your board should make the decision.

Right, re: the subject line, what Michael needs to do is tell us if THE BOARD is legally permitted to force the woman to attend in person in WA or per their HOA's Bylaws. My guess is they may not demand she attend in person.

Re: whether virtual vs. in-person fosters more productive assn. board meetings, I imagine the literature is flooded with research & opinions in several fields. I imagine participant's lack of access to others' body language and non-verbal behavior is a part of that research.

Whether virtual, in-person or a mix, I'm still thinking it's the skill of the presider to effectively chair the meeting that matters most in "getting things done."

I’m sorry to be so cynical, but I’ve seen “can we make it a mandatory in-person meeting?” come up several times of late, and I can’t help feel that the basic motivation, deep in the ‘heart of hearts’, is to force one’s will upon another person. Either that, or because the person who wants it in-person feels there’s some advantage to them to do it that way.

As it so happens, I know a bit about this stuff. You know how FB/Meta has been pushing the ‘metaverse’ a lot recently? It’s not new: back in 2006-2009, there was a big push to use ‘virtual worlds’ as a substitute for in-person meetings, and I was very involved with that. At the time, we wanted to save on travel costs. We ended up holding many, many meetings and conferences - some with hundreds of people - in SecondLife, as well as whatever teleconferencing software was the flavor of the day.

We learned some stuff: in-person/F2F was important, but not as important as you might think. It was good to kick off a work group with in-person/F2F - but after that, a videoconference, a ‘virtual worlds’ meetup, or just the telephone were very effective for getting things done.

Some people just love to travel and press the flesh. These people will never be happy with an online meeting.

Virtual worlds had a very high learning curve, plus most tech for avatar facial expressions tends to obscure (or, simply, lie) about a person’s intent. This seems to be at least partially true for the teleconference ‘filters’ that are popular today.

People on an audio-only telephone conference call tended to be more effective and accurate about reading other people’s intentions than using avatars. I guess with a telephone, you lacked information and had to listen closely and guess at people’s moods. With an avatar, it was (too) easy to see a smiling face and not think about how it was essentially a mask.

I could go on - we noticed that we could tell when people ‘accepted’ the VW/avatar paradigm because they’d report that they’d dream about the virtual world, which seemed to imply that their brain had decided to accept it as a “place” - etc etc. But in short: videoconference tech is a huge win on so many levels, it (and the telephone) will never go away. And it’s more of a good thing than a bad thing.

[oh: VR goggles these days are *unbelievable* compared to the state of the art 20+ years ago. But I’ve yet to see anything that justifies them for a serious business use].

BillD

Yes, I am being bossy. To a certain extent, the role of president is to be a bossy. The trick is to balance out the level of bossiness: Be enough bossy that meetings are run well, accomplish a lot, and are productive, but not so bossy that it irritates others.

Yup, I'm a bit bossy for sure.

I did think, Michael, that something would be in your Bylaws; glad you found it. I think your state statutes say something similar. CA, and I imagine most states, permit Boards to establish pandemic emergency procedures. Board Meetings to establish these procedures do not require any notice period as all other board meetings do.

So, IF an assn. was under an extremely unlikely Bylaws section or state statute that directors must attend all board meetings in person, the state's emergency pandemic procedures would supersede it.

If any posters have bylaws or state statutes that directors must attend board meetings in person, I'm really curious to see them. Thanks.

Say, Michael, is her issue Covid or something else? With respect, please give a little thought about the difference between leadership & bossiness.

In my current state Tennessee, state statues allow for electronic board meetings. Nothing was listed for members' meetings.
We did a virtual members' meeting the last two years due to covid, assuming the courts would be lenient. We had a better turn out than ever.

I prefer virtual meetings for the board for many reasons, however the rest of the board wanted in person.
Therefore I show up in person, as I've discovered that when it is a hybrid meeting, it's hard to be heard when others are making eye contact and talking on top of each other. The chair is not always looking at the screen.
I hope that can be changed.

Also interested in KerryL1's inquiry if any other posters have bylaws or state statues that directors must attend board meetings in person.

(Just chatting here.)

On the other hand --

Many HOA/COA Bylaws expressly say the President has the duty to "preside." Does this duty give the President the power to require directors to be present physically in the same room as the other directors? If we were not still in the clutches of a contagious, sometimes severe disease, I might support the right of a President to declare (decree?):

"To preside effectively, and for the sake of the corporation, I need all directors to be in the same room."

MichaelT21 puts a lot of work into preparing for meetings, doing a powerpoint (or similar) presentation for each one. He indicates things move along swiftly and orderly at meetings. I think his preparation for meetings is a huge service to the board and so HOA. If there were no pandemic, then one director not willing to even show up for meetings, while I slave to prepare for meetings and use the directors' time as efficiently as possible, would annoy me mightily. If the other directors did not like my decree (regarding presiding), they could always fire me as President.

First, I absolutely am on the side that in-person meetings are preferable and more productive, and absolutely are more engaging to those who attend. Further, Zoom meetings create a barrier for older people and people who are not technically savvy.

That said, the obvious answer would seem to be to hold your meetings at a physical location, with people who are comfortable meeting at the location and those who are not comfortable dialing-in.

Not in Minnesota. The Board cannot require other Board to meet in person, in fact it would cost us exta to hold an in-person meeting with the Property manager as per our contract.

MichaelT

Allow me to amplify my earlier posts. I would poll my BOD Members on having an in person BOD Meeting. If the majority of BOD Members say yes, then call for one. As long as a Quorum is met then BOD Business can be done. Assume all except the "strange one" says yes, then do it. Let her decide what to do.

I agree that if the Board decision conflicts with statute, a bylaw, or possibly a pandemic, then the Board decision would not prevail.

What California statute section says a Board is prohibited from requiring all directors meet physically in one room? So far I do not see it. I looked at the following and its citations:

https://www.davis-stirling.com/HOME/V/Virtual-Zoom-Meetings

Here’s the citation Augustin noted: “Director Attendance.…board members who cannot physically appear in person at a board meeting …can attend electronically by telephone or video...(Civ. Code § 4090.)... if the absent director can hear all other board members and all other board members can hear the absent director…. (Civ. Code § 4090, Corp. Code § 7211(a)(6).)...

“Member Attendance. If one or more (or all) directors attend a board meeting by teleconference, the following is required so members of the association can attend (Civ. Code § 4090(b)): 1. Physical Location. Notice of the meeting must identify at least one physical location so members of the association may attend, and 2. Representative Present. At least one director or a person designated by the board must be present at that location.”
The requirement for a physical location has been waived during the pandemic.

You and your ghost directors can require anyone anyone to attend, BUT, if I physically can't attend, you're SOL!

Statue says nothing about requiring a disabilty in order to phycially not attend. Can't find my pants would be a legitimate excuse. Being on a river cruise in Europe going doing the Danube would alsocount as physically not being able to attend. There are many HOA's in the Palm Springs area where most of the board move out after May and don't return until October and they meet via teleconference.

Gotta disagree, Augie. Since CA statute states that directors may attend virtually, that's exactly what directors have the right to do. No board can take away that right because State law easily supersede board policies. I'd say this affirmative state statute precludes the need to continue on to say: "In other words CA assn. boards may not force board members to physically attend board meetings.

I don't even grasp: - "If you cannot attend, personally I'd say the board is sh-t in luck." Smile

I have no idea what "excused absences" are. Our Bylaws have no qualification about the # of board meetings a directors can miss. If that's Robert's Rules, there's no requirement in my HOA to use it for our board meetings. I'd say that director attendance either virtually or in person is much better than absences for the corporation. And THAT latter assertion is what always should be on board members' minds.

Forgot to add: notifying the other board members ahead of time means they know if they'll have a quorum or if they need to re-schedule. Calling it "absence with notice" makes more sense to me.

I think the statute section on which KerryL1 rests her case is the following:

Civil Code 7211

Unless otherwise provided in the articles or in the bylaws, all of the following apply:
...
(6) Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (Sections 20 and 21). Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply:

(A) Each director participating in the meeting can communicate with all of the other directors concurrently.

(B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

If a California Board votes to require that the directors all be bodily present in the same room, then this does not violate this statute section. Why? Because the statute section above says "may."

In my opinion the point of this statute section is to say that a board does not have to all bodily meet in the same room to have a meeting. But a board is certainly allowed to all meet bodily in the same room and can even require it.

Nor do I think this statute section is an "affirmative statute" section. An affirmative statute is a statute that mandates an act; directs the doing of an act; or declares what shall be done. I see no mandate yada here. Compare to a "negative statute," which prohibits an act from being done.

I find no California statute that prohibits a board from requiring that all directors bodily attend a meeting in the same room. If such a statute existed, I believe the terminology would be something like:

"It shall be unlawful for a HOA/COA to require that directors attend all board meetings, bodily, in the same room."

Happy to agree to disagree.

I also don't see any statue allowing to requiring.

BTW, it's not Civil Code, it's Corporation Code, big difference!

Our Bylaws say any Director missing 3 consecutive meetings without a valid excuse is automatically removed from the BOD. I guess the catch is what is a valid excuse.

I apologize for mentioning absences. That is not the topic. The topic, in fact, is the opposite.

In CA, directors attending virtually are counted as “present” and towards quorum. No board may rule those directors as “absent” and forbid them from participating.

CA Civ. 4090: “Board meeting” means either of the following: ((a) in person; ) (b) A teleconference, [with enough] directors to establish a quorum… in different locations, are connected by electronic means, through audio or video, or both. Participation by directors in a teleconference meeting constitutes presence at that meeting…”

A virtual meeting is legally defined AS a meeting of the board. A board may not vote to overide such meetings and render them, what? “Not board meetings?”

Calif. CORPORATIONS Code 7211: Unless otherwise provided in the articles or in the bylaws, all of the following apply: … “(6) Directors MAY participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation.”

But to this, Augustin wrote: "If a California Board votes to require that directors all be bodily present in the same room, then this does not violate this statute section. Why? Because the statute section above says 'may.'"

Indeed it does. “May," in this usage & context, however, means: is allowed to; is permitted to; has the right to, is entitled to; can. The way I see it, a board has no authority to take away that lawful right.

In other words it IS "[a]n affirmative statute ... that mandates an act; directs the doing of an act; or declares what shall be done. I see no mandate yada here." But to my eye, the mandate is clear.

I cannot see why a Board majority would even want to make such a rule, let alone spend owners’ dues to try to enforce it in the courts. Erecting obstacles that hinder talented persons from seeking board service because they may NOT attend virtually does not benefit the association and could easily cause various kinds of discriminatory practices & abuses.

Say, Michael, won't you tell us if your virtual director does' want to attending person due to health ("safety") reasons, or some other?? If she blocks video, how do you know when she wants to contribute?

I do still want discuss this further, but just can't find the time. Really busy? No. Slow at everything? Yes.

I will say at this moment that in this case we're not taking about a "may" "shall" distinction. Statutorily, "may" in this case gives directors the discretion or choice to attend virtual board meetings instead of in-person meetings. The board has no discretion or choice in the matter, only directors do. More later.

After all this discussion, I'm inclined to agree with you. Since so many people returning to person everything, perhaps it's time for a formal resolution regarding attendance at board meetings. For the most part, I prefer in person meetings and so all board members should expect that at a certain day and time of the month, they must show up, be on time, stay until adjournment and be prepared to participate in the meeting. If the majority want in person meetings, that's what you do.

If it's not a major inconvenience to set up virtual meetings and attend that way, that's fine, but the expectation should be you will have your camera on throughout the meeting. I can't think of any legitimate reason for this board member not to use hers and maybe that's the main issue here. I

I have an old desktop which didn't come with a camera, but my sister gave me one a few years ago, so if I were on the board today, I wouldn't have an excuse. These cameras aren't expensive, so I'm sure if this lady can spring for a computer, internet service and a printer, she can spare a few more bucks for a camera. Sometimes you have to call people out on their BS - you made a decision to run for the board and should have known and accepted what's rewuired. Would this lady behave the same way if there was no COVID?

As for excuses, they can range from having a bad hair day to caring for a young child or elderly relative. For me I have far more sympathy for someone who is a caregiver than someone else whose vacation happened to fall at the same time. I would expect the vacationers to either tell the board in advance they won't be attending and why and that would be the end of it. If they prefer to join in via phone or Zoom, that's ok too.

And if your life has evolved to where you can't serve on the board, you should be professional enough to resign so someone else with the time can participate properly. We had a board member who had a habit of attending every other month at for because she was in her church choir and rehearsal was weekly on the same day as the meeting. Eventually, we asked about that and I said "are you saying you can't skip choir rehearsal at least once a month? I know choir is important to you, but you also knew we meet at the same time every month. Why would you commit to this when you knew you had a scheduling conflict"?

She did attend regularly after that, but then her husband got sick and she stepped down (all of this was long before COVID and Zoom). In short, life does happen and you do have one outside the association. However if you're going to be a community volunteer like a board member, there are some expectations you should be prepared to meet. If you can't or don't want to,it's ok not to serve or step aside.