Board Training

Does a Board training session need to be announced to the membership as a public meeting?
Last fall the prior Board agreed to resolve a complaint that was filed against them for improper conduct and procedures that were violated during public meetnigs. The agreement was that the Association attorney would conduct this training after the Board elections took place in November and the new Board was seated.
This all took place in December at the organizational meeting when we scheduled several public meetings for the upcoming year, including the training session that would take place on February 2nd.
The Association attorney notified our community manager that the training session had to be announced to the membership with an invitation to the public meeting. The Board president and myself (vice president) would like to know if this is true or not. The purpose of the training session is to prepare the three newly elected Board members and two remaining members to serve the better interest of the community, proper conduct during meetings and explain the latitude and limitations the Board has while conducting association business. Basically, rules of road to proper governance. We were not planning on conducting any association business at this training session, because we have those meeetings already posted to our calendars.

Technically, yes.

Per the VA § 55.1-1816, or VA § 55.1-1949 if a condominium, ALL meetings of the Board shall be open to the membership except executive sessions.

Executive sessions are to entered from and adjourn to an open meeting.

That said, simply post it and specify that this is a "consultation" for the board with the Associations attorney, which will be held in executive session, and association business will not be conducted. As a reminder, executive sessions are not open to the membership.

I would be afraid that owners would/will speak up and get the purpose of the meeting off track. I say go Executive Session.

I would ask the board to ask the attorney to spend a sizable section of the training on the importance of the board's asking owners to read the covenants and bylaws and understand that statutes control when in conflict with the covenants or bylaws.

A board training session would not meet the criteria in CA for executive session. The simple presence of an attorney doesn't matter since, at lest in CA, no potential litigation or attorney/client privileged matters would be discussed. What are the similar requirements in VA & SC re: this topic?

I'm not even sure it'd defined as a "board meeting" in CA since no real pending board business would be discussed or deliberated.

Long ago, our then-new MC held such a session, which lasted several hours with a light lunch break in the room. Board members had binders of materials about different topics and the MC CEO & CFO went over them, explained them, etc. Owners were notified of the meeting an invited. A few folding chairs are set away form the circle of directors, the PM & 6 directors. The MC folks and board agree that there'd be no comments from Owners.

One owner attended, sat quietly for 2 hours and left. He was not invited to contribute. The Board stopped inviting owners & the MC stopped holding these "Leadership Similars." Until, lo & behold, they held one for our new Board, which included our 6-month old onsite very PM & his asst. I was thrilled that some eduction occurred.

I still think it's good to invite owner for the reasons Cathy mentioned, but would not include them in any way.

I was of the expectation that the OP did not want to have everyone at the meeting.

Hence, I gave them a possible option.
By calling in a consultation with the attorney, they could meet in executive session.
However, as I pointed out, they would still have to post the meeting date and time as executive sessions are to be entered from and return to an open meeting.

That's the only reason.

Given VA statute: "All meetings of the board of directors....where the business of the association is discussed or transacted shall be open to all members..."

I still believe that a training session does not need to be open because no "business will be discussed or transacted." The law is basically the same in CA. (Tho' Boards may NOT meet in ex. session for vague "attorney consultation" purposes.) Someone is teaching board members about their duties and obligations. AT red board meetings minutes must be taken to record motions and board decisions. There's nothing to record at training seminars.

Similarly, a quorum of board members go to offsite training by, say, CAI.

A quorum attends a dinner at a fine resto with quorums from two other nearby boards by a national MC who wants their business. The MC's guest speaker is an expert in high rise building maintenance. A year later, they invite a quorum of our Board and of two other HOAs to a major league sports venue for a seminar on reserves and a buffet in the box seats section during the game.

A local HOA law firm puts on an evening of appetizers & champagne on a rooftop setting during which their legal staff discuss different aspects of HOA governance with an emphasis on the CA Open Meeting Act. A local reserves firm, seeking clients, hosts a breakfast at a local diner's conference room for many local HOAs. A well-known state HOA law firm hold's frequent webnivars on various topics about governance & CA law. A quorum of my HOA's Board has attended.

Given Bernie's Board's back story, though, I agree that Owners should be invited but not participate. Everyone will benefit.

In My HOA, with a bright and the talented Board, I'd want them to have their training meeting by our MC is private. I know these 6 men really well. they all are undereducated about HOA matters & our docs. Knowing them, I think Owners in attendance would hamper the good questions that these men should ask. At least three of them would not want owners to know about their ignorance. In our case, at this pint in time, my Community benefits if our directors get educated in private.

I would be thrilled to the moon and back if our board ever did this. For the sake of public relations alone, I would open the training session to the members as 1) a tangible sign the board is listening and taking proactive steps to remedy a problem; 2) very transparent; 3) educates the members, some of whom may desire to become board members in the future. And I'd be lobbying for the training meeting to be livestreamed or posted to youtube for future reference.

Thank you again to all who provided input on my question about the Board training. I cannot wait to share your suggestions with our community manager and the Board. Wonderful group of professionals who chime in on all sides.

Actually, the key phrase is "same time and place", this is accordingly to the legislator who authored the bill.

I'm very aware of "same time & place" and obviously every activity I mentioned occurs at the the "same time & place." Surely some of your boards, Max, have attended such events, perhaps the Davis-stirling.com webinars? CAI educational sessions? The key point is that no current, potential or upcoming agenda item is heard, discussed or decided at these events. There are no "items of business" as defined in the statute.

VA statute is remarkably similar to CA: VA 55.1-1816. Meetings of the board of directors A. "All meetings of the board of directors...where the business of the association is discussed or transacted 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 § 55.1-1815."

To my eye, "where the business of the association is discussed or transacted." "Minutes must be recorded" means, indeed, a "board meeting." But, these formal training meetings, whether on the premises or put on by various groups seeking clients off site, are not the so-called "work sessions" that too many slimy boards try to use to have secret meetings to discuss, debate or even decide on "the business of the association." Perhaps "business of the association" is defined elsewhere in VA statutes.

I do think it'd be best for Bernie's community--given the problems-- that owners attend even though I disagree with their attorney's opinion. I'd agree with the attorney if, for example, there ARE items of business to be discussed. In Bernie's case, at the training session, the Board might discuss a Code of Ethics and whether they would have one.They might even vote on this. In this case, of course, assn. business was discussed and the motions & vote should be in some sort of minutes or in the minutes of the next open board meeting.

Just to play devil's advocate a bit (because that's what I do) ...

I think you need to evaluate the statute based on the actual content of the meeting, rather than the mere fact that you have a quorum of board members in the same place at the same time.

If it's the latter that's determinative, then any time you have a quorum, it's a board meeting with notice requirements - even if all they're doing is a walk-through of the community looking for violations or meeting with a vendor to discuss bids. Or they get together for a morning exercise session and coffee afterwards.

If it's the former, you can make a decent case that a training session is not "conducting association business" since training sessions often limit themselves to theory and generalities and not to specific issues that the board is currently dealing with. The board is almost certainly not going to vote on anything or take any other actions that would require being documented in minutes. In this case, I'd interpret the Virginia statute as meaning that you can't hold a session designed to discuss theory and use it as an excuse to discuss specifics.

In fact, I think that "does any of this need to appear in minutes, even in summary form" is a pretty good test of whether or not you're conducting business.

MHO, training sessions that stick to theory are not conducting association business, although it's easy to get off track. And as I'd mentioned upthread, I think there are benefits to opening the sessions to homeowners so that they can observe. Too many homeowners (and board members!) have mistaken notions of what running an association is all about, so the more everybody learns the better.

Thanks to Cathy for wording this better than I: "I think you need to evaluate the statute based on the actual content of the meeting, rather than the mere fact that you have a quorum of board members in the same place at the same time."

All of the Leadership seminars put on by our MC have never gone into specific, actual current or potential agenda items of board business. Items on which the board would take action. We never slipped.

In Bernie's case certainly the HOA attorney, IF only directors are in attendance, will state something like: "In compliance with VA statutes, we will not discuss any actual association business here at your HOA. All examples will be for illustration only," or some such. Our MC ppl. and an ethical HOA attorney, if slippage, might interrupt, "Whoa, whoa, whoa, where you're headed is what you may not discuss outside of a duly noticed board meeting (if notices are required in VA as they are in CA). She then could say, "How shall we handle this to comply with statute?" Fine teachable moment. We can hope that one director might suggest: "I think this topic belongs on an open meeting agenda. I'm willing to write it up with supporting materials."

I'm making no "assumptions" about avoiding "slippage," I'm speaking from lived experience at a large number of HOA seminars of all kinds over many years where a quorum of our board often has been in attendance. The assumption is that slippage will occur is unwarranted speculation.

There is no need to try to find in CA statute the VA statement "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." The VA statute provides those two examples, the CA one does not. To again repeat the similarity, CA says "no item of business." VA says no "Business of the association," i.e., current or future items for Board discussion & act/or action.

I never wrote anything about tape recording minutes as ElleN alleges. "Recording" minutes is a common expression which means writing them. I also dismiss her charges that I hijacked this thread. I'd like very much to see language from other states on this topic.

Now, of course, dishonest, sloppy or ignorant boards could "slip" and cite real upcoming or current "items of business" or "business of the association," and could do so in any number of settings. For the past 3-4 years a quorum of my HOA Board socializes. Not long ago we all attended the celebration of life of a former colleague. A quorum sails on our Bay with my spouse. We all go out for drinks afterwards. There is no slippage.

From the statute: "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."

Cathy, I'm fine with an interpretation that says that, overall, this is still just saying that meetings where "business of the association is discussed" have to be open to owners (with meetings where statutory exec session topics are discussed remaining closed at the board's choice). My point is that when boards //choose// to get together, and exclusively as boards, then they //are// discussing the business of the association. There's no other reason for the board to choose to get together. (I realize you feel differently and 'casual get-togethers' called exclusively for and by the board have all your support. [sass]I'm sure these meetings, called exclusively for and by the board, would never discuss association business.[/sass]. )

I do not think a party where neighbor Jones invites everyone in the HOA and all the board members happen to be there automatically qualifies as a board meeting.

The topic of attorneys speaking at board meetings has come up here many times. I agree that there are cautions on the net about this. But I also agree there are exceptions to this. Attorneys often appear at a meeting and provide "legal information" (as opposed to legal advice) and would not be violating any attorneys' rules or laws.

Yeah, we disagree.

This is not my position.

I think BernieJ has the information he needs for the present situation.

ElleN wrote: "My point is that when boards //choose// to get together, and exclusively as boards, then they //are// discussing the business of the association. There's no other reason for the board to choose to get together."

That's simply wrong. First, by Board, we mean a quorum of the board.(4 on my board). 2nd "choose to get together... exclusively", i.e., without non- directors. 4 directors ride together to one of the HOA seminars I listed above. They are together to be educated about HOAs. It's very easy to talk in the car about any number of things as any adults can--films, sports, restaurants local entertainment. Aware of the law, it's amazingly simple to avoid specific items of HOA biz. It's a quickly-learned habit.

At the seminar, my long experience has been as Cathy describes: "(The training sessions conducted around my state by attorneys from the firm we use are not open to homeowners or even community managers. And no association business is conducted. For one, the sessions are attended by people from multiple communities, and the details of my association's affairs are none of their business. Second, the other attendees wouldn't be happy if someone was wasting their time on something that's of no interest to them.)"

Since ElleN adjourned this thread, I hope in the future she'll explain what "[/sass]" means.

Kerry, we could discuss all manner of hypotheticals all day long, and then split hairs over boards "choosing" to get together and so on. I explained my view of what Virginia law says. I think the training should absolutely occur at an open meeting. I send a nod towards Cathy for her point about attorneys standing in front of owners and talking. But per your and others' posts in the past, I am not going to veto every instance of the HOA attorney speaking in front of owners. That's just me.

You support putting board meetings in executive session if there's a chance a director might be too embarrassed to ask a question. A director's lack of courage in asking questions in front of owners, by itself, is not an appropriate justification for having an executive session (as opposed to a meeting open to owners). You're a little too biased towards non-transparency.

When you evidently had a senior moment and took my comments about 'recording meetings' to be talking about "recording minutes," I started blocking you out. You're just out in the weeds somewhere as far as my interests are concerned.

My examples about easily avoiding violation of any states' open meeting acts are based on real activities I've engaged in over 14 years as an active director. Nothing "hypothetical." From what you've written over the years, your assumptions about how directors will violate the open meeting acts in their states are, in fact hypothetical. Some will, of course. As JohnC often writes, "Cheaters will cheat."

Don't mischaracterize my words: I wrote that on the current Board in MY HOA, no other, I'd want the training session among directors only due to their ignorance and the arrogance of 2-3, who would not ask questions that might educate them in front of Owners. They desperately need educating and literally anything that promotes that is good for my community.

In addition, I never said a formal training meeting would be in executive session. Tim did. Executive session IS a board meeting where there are specific agenda items that are discussed, debated and voted on.

I've never said an HOA attorney should not speak to or with owners. Ours attended two open meetings to help answer owners' questions about our restated CC&Rs in progress. At every annual election, our GC attends and fields questions from Owners during the tabulation of ballots.

I urged at least 2-3 times that Bernie's formal training meeting by their GC be open given their current situation &. backstory.