Can non-BOD residents hold an informal community meeting to discuss concerns?

Hi, our HOA management company and BOD have advised that community residents cannot hold an open community meeting and discuss "BOD business". Also, that if more than 2 BOD members attend, the meeting "becomes an official BOD meeting". Is this correct?

Thank-you.

It's called a Town Hall meeting and anyone can conduct them.

You might wish to explain to the management and BOD: SEC. 2. of 4515 Civil Code. That allows any residents to meet and discuss any HOA business.

Ken

As long as the Board didn't call the meeting, isn't transacting any business and are there as owners, not board members, then all can attend as long as they sit in the audience.

???

Agree owners can hold any meeting they want. It can be informal. Let us know, Julie, if the Owners actually want to make motions and vote on things. If so, they would hold a special meeting of the members. You'll see how to hold a "meeting of the members" (owners) in your bylaws.

If just an informal meeting, do clarify what you mean by writing they would discuss "BOD business?" Does that mean concerns about your HOA in general? Or board conduct and decisions? Either way, they're free to discuss these things.

Assuming two is a quorum of the Board, it's still OK that they attend as Max wrote.

What size is your HOA, Julie?

This has come up here in the past. I agree with the management company that problems do arise. From Civil Code 4090:

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.
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From Civil Code 4155:

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.

Credit to KerryL1 for discussing this at https://www.hoatalk.com/Search/ForumSearch/tabid/87/forumid/1/postid/320375/view/topic/Default.aspx

Apart from statutory requirements regarding notice, I think the key is for the Special Meeting of the owners to have an agenda that homes in on possible exercises of power reserved not to the board but to the owners en masse. For example, suppose owners are unhappy with a board decision. Then the meeting could be about recalling directors. Mention of the specific board decision is still allowed IMO, because the board decision is being discussed in the context of owners potentially exercising their power to recall.

I am pointing out why the management company said what it did.

A bit more appears at https://www.davis-stirling.com/HOME/T/Town-Hall-Meetings

Actually, in true transparency, it should be looked upon as a fact-finding meeting.

In my opinion it does not matter who calls the meeting. If a board quorum is present, and the directors "hear, discuss, or deliberate upon any item of business that is within the authority of the board" (and so said item qualifies as "board business"), then notice must be given. The point is for the Board not to be talking business without owners having the opportunity to be present. Owners only have this opportunity if they are given notice.

If this is a bona fide Special Meeting of the Owners, then those who called the meeting do not have the legal right to exclude directors (since the directors are also owners).

Anyway, this is from where I think the management company is coming.

Just avoid anything that is within the legal authority of the board to decide, and all will be fine.

Julie,

The simple fix is to invite specific households to a meeting (vs. being open to all).
Hold two or three of these if needed.

Actually, a majority of board members cannot attend committees as the committee is under the direct jurisdiction of the Board, whereas a Town Hall setting, not organized by the Board is not.

Have you read the first amendment?

It says that Congress will not prohibit free speech.

It does not address any other organizations ability to curtail free speech.

Thanks, everyone, for the constructive dialogue. I'm not being evasive, I tried answering your questions yesterday but see it didn't post. I'm not constantly able to access my computer, so please understand delays in response.

We're a community of ~150 homes.

I'm an owner, and not a Board Director. My question is focused on rights/liabilities FOR OWNERS, not Board Directors, for a community meeting that's being organized by another homeowner (not myself). The organizing homeowner has communicated clearly that it's not an official meeting of the BOD. She has communicated that she'd like to provide inputs to the BOD for consideration, because the BOD has not appeared interested in knowing owner preferences. Owners understand they have no decision-making authority, and won't be voting.

The discussion at the community meeting is likely to revolve around growing owner dissatisfaction about the MC and BOD. This includes: failure over 2+ years to move forward as promised on security system and landscaping fixes/improvements; lack of preparation for BOD meetings, causing delays in decisions/actions for months; never calling Annual Meetings to get owner inputs; not allowing owner dialogue at open BOD meetings; use of pesticides without posted notices by landscapers; lack of response to service and architectural requests (both the MC and BOD); issuing notices/citations to some owners but not all for certain architectural violations per governing docs, but not enforcing all rules/regs in governing docs (e.g., some, not all, neighbors were cited for potted plants on front porches, but the regs requiring neighbors to park cars in garages is completely ignored ... there are others). Here, I'm letting you know the complaints I'm hearing from other owners, not necessarily my own, so I'm not looking for comments on these. The point is that the discussion may sometimes be deemed to touch on "Board business".

Here's what I think I'm getting from everyone's replies, so far, but please don't hesitate to offer your inputs:

1) The owners are free to gather and discuss what they'd like, and to summarize inputs for BOD consideration; if more than 2 Board Directors attend and attempt to make decisions/vote on any topics, they have violated some laws/regs (so, the liability is on the BOD, not the owners).

2) To those citing laws/regs that might indicate owners might be restricted ... would those actually be enforceable? Realistically, what recourse would an HOA/BOD have/take against its owners? Have they not, rather, be put in the position of needing to listen based on this 'community uprise'?

Thanks, again, for all the help.

Julie

IMO some on here are making this much more complicated than it is. Nobody can stop you from getting together with other homeowners and discussing your problems, and discussing how you want to go about resolving those problems. Once you have decided how you want to resolve the problems, then you will need to refer to you governing documents, corporate laws, etc. to decide what procedures are required.

But no entity can stop you from asking all of your fellow homeowners to assemble to discuss your problems.

As long as a quorum of directors is present, and even if the directors only sit there and listen, then I believe this legally qualifies as a board meeting at the same time it is a gathering of owners. Board meetings require proper notice. Why? Because owners have a right to the opportunity to know what a board is either hearing or discussing about its own decisions.

IMO the place to criticize directors' decisions is at the California-statutorily required open forum section of board meetings.

I think you can invite all owners except the directors to a gathering. But it cannot be a Special Meeting of the owners, since this has various requirements.I think the burden is on the board here (and not your group) to deal with the board's obligations under the law for notice of board meetings.

In other words, I think the manager is wrong to suggest that your group has some obligation here.

What the manager should have said AFAIC:
"If directors attend, then this gathering qualifies as a board meeting, and I believe the board has to comply with certain legalities. I cannot advise you further on this."Respectfully, ya gotta get away from wanting to have a bytch session where owners, one way or another, attack, criticize and attack the directors, where the owners force the directors to sit there and take it. The time for such direct attacks on directors, with directors present, is at the open forum segment of board meetings.

Just have the gathering and pointedly inform the directors they are not invited. If the directors show up, show them the door, explaining it's a private party.

Remember, if your group's problems with the directors are big enough, keep this un-emotional and un-dramatic and either get yourselves to board meetings and speak at the open session segment, or recall the directors or campaign for others to get on the board at the next election.

Lastly, anyone criticizing the directors had better be willing to step up and serve on the board themselves. Else the critics have no credibility AFAIC.

To make a point, I want to home in on one part of the OP's most recent post:Do you understand that California statutes require an open forum segment at board meetings? Do you understand that, anytime a Board is violating either the covenants, bylaws or state statutes, that California statutes give owners the right to begin a process called "Internal Dispute Resolution" (IDR)?

Why has no one submitted a request for IDR?

On the open forum segment of board meetings, see https://www.davis-stirling.com/HOME/H/HOA-Board-Meeting-Open-Forum.

For discussion of IDR, see https://www.davis-stirling.com/HOME/I/Internal-Dispute-Resolution

You all want the board to follow the bylaws, covenants and statutes. You all need to do the same.

Julie,

I am not one that Googles a topic and then try and offer an opinion. I happen to do business as a management company in California.

Much of this has been blown out of proportion. Owners are free to gather as they wish to discuss how their association is run for which they pay their hard earned money for. For a Town Hall meeting, you can invite only a select group of owners or residents, through door to door contact or an email blast, or you can post on a community bulletin board and invite anyone that shows up.

A "board meeting" per California statues, has to have an agenda posted 4 days prior to the meeting at a location which is specified in your Annual Policy and Statement, delivered to each homeowner 30 days prior to the close of your fiscal year.

As an example, I recently held a town hall meeting for an association I manage to discuss getting rid of water sub metering. I called the meeting and 4 of the 5 board members attending, sitting in the audience as an owner, not as a board member. The attorney, who is a senior partner at the law firm who runs www.davis-stirling.com was also in attendance, answering owners questions. No minutes were kept and it wasn't a board meeting.

Annual meetings are MEMBER meetings, NOT just to elect directors.

My suggestion, with the list of concerns and the remedy for change, at this meeting, it should be discussed how to gather a like mind group of group to run and control the BOD. This is the only solution for change. You can have the greatest solutions for change, but if the BOD and management company don't agree, you are back to square one.

By your reasoning, a quorum of directors meeting for coffee at the local coffee shop; discussing "items of business" as defined above; and not having provided notice to owners; is not a "board meeting."

Nonsense.

Notice and more is absolutely required in such circumstances.

Actually, I think you do not understand what the purpose of notice is.Do the owners of this hypothetical HOA/COA have the power under the covenants or statute to reject a budget? Was discussion of the budget on the agenda? If so, then it's not an "item of business" as defined above.

For the archives: I have served on two different HOA/COA boards. I have lived in HOAs/COAs for a total of 20 years. I have posted my background here on a number of occasions. MaxB4's insistence on lying about this says everything about his credibility.

You and I disagree on this. If the owners are discussing items that are under the authority of the board; a quorum is present; and even if the directors are just sitting there, listening (just like the statute describes), then the board is supposed to have provided notice.

I am paying attention to the "hear" part of Civil Code 4090:

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.
.
.
.

To me, it's not a matter of just trying to be 'technically correct.' The point is that all owners should be given the opportunity to hear what the board hears when the topic has to do with something over which the board has authority.

Agendas have to be carefully constructed. California legislators seem to have been very serious about this when they wrote the HOA/COA/CID/CIC laws.

I still maintain the biggest problem is that the OP's group is not rolling up their shirtsleeves and reading the law and how to enforce it. The davis-stirling.com site is thee best state-specific site around for HOAs/COAs. (And no, I do not agree with everything there. But it's an exceptional resource overall, both for statutes and legal interpretations and related case law.) The OP sounds quite intelligent. I hope her next step is to start using the (also rather exceptional) search engine at the davis-stirling.com site and start digesting the options she has, pursuant to statute often, for addressing some of the problems she listed earlier.

California legislators seem to have been very serious about this when they wrote the HOA/COA/CID/CIC laws.

California legislators couldn't find their butt with both hands and a flashlight.

A quorum of board members can meet every day of the week and twice on Sundays, but unless proper notice is given, no actions taken at such meeting are legal or enforceable .