Meeting ended, then they met without telling me, what to do?

Liz,
Couple of questions so maybe we can help you.

1) Are you on the board?
2) Was this a violation meeting and you were invited to give your take on a V Letter?
3) What happened at the meeting that started later than the one you left?

Was it the president who adjourned the meeting? If they met after adjournment for lack of forum without notice, it's not just invalid but illegal, especially if they took any action. Everything they did/didn't do is subject to up to $500. fine. How can you fight this without a quorum who will include you in meetings. They are blocking you from performing your fiduciary duty. You might consider contacting the attorney general's office with only the corporation code violations if you are incorporated. They have also violated several corporations code sections and that office will respond to you. See 7510b, 7511, 7511a, 7512, etc. Ask them for a copy of the minutes. They are required to be available within 30 days. 5% or more of the membership can call a special meeting. I find small claims court to be the ONLY thing our board listens to even though they try to circumvent the court's orders. Putting these troubles in the court's hands alleviates stress.

Terri,
I think you are jumping the gun a little here.

1) Liz is not a board member, so she has no Fiduciary duty on this matter.
2) A single board member can't call a meeting to order even if it was the president.
3) If a quorum was established after the single board member left the meeting 15 or 20 minutes late it may still be a valid meeting that started late.
4) Was there a Property Manager attending this meeting?
5) What kind of meeting was it? Zoom or in person?
6) Did the single board member try and contact the other members and check and see why they were not at the meeting on time? I personally call or text any of my board who is late for my meeting to make sure they are on the way and then decide if the meeting will be held up till all are in attendance.

I would call it poor form on part of the remaining board to be that late to the meeting. Once quorum was established and an owner decided not to stick around does not make it an illegal meeting. If anyone should be punished for anything here it would be the single board member that took it upon their self to send people away.

Terri,
I am a little curious if you and Liz are in the same HOA. You came in really hot about this being illegal with hardly any information. It is OK to have an opinion after more facts are presented but going quickly to lawsuit land seems odd to me.

Liz,
How large is your HOA/COA?

Lots of questions (thanks for your interest) ...
- meeting was online
- it was adjourned by a director (not president) after waiting 15 minutes (which seems long enough)
- there was no way to know if anyone else was coming because no one responded to the notice/online invitation
- the director then announced there was no quorum and that the meeting was adjourned and sent everyone a notice of the adjourned meeting date and time
- The zoom session was ended, so I left
- then the president held a meeting with other owners and I didn’t know about it until it was over
- We don’t have a property manager
- My HOA is 4 units
- The president distributed minutes
- Terri and I are not in the same HOA
- Terri has read a lot of my comments and posts so I think she has a lot of insight
- I also think Terri has a lot of knowledge and experience and I welcome anything she has to say with gratitude

Ellen:
I’d write down my options if I knew them. I’m new here and learning a lot. And desperately trying to find a way not to take my neighbors to court, but I think it is probably inevitable.

Mark:
- Building is already a bit of a prison sentence. Suing won’t make it worse.
- Don’t have a big problem with un-traditional – we are a small building with small resources and that must temper what we do – but I do have a big problem with purposely violating the CC&Rs like using HOA funds for things that violate the CC&Rs or letting non-owners hold board positions or not providing notice of meetings
- You are right about the lack of board experience. 3 out of 4 of the units have never lived in a condo before. I have. And I am shocked and saddened at what is happening here.

Not in same HOA. Not hot either if you have been reading the posts about her situation.

When it comes to protecting the value of one's biggest investment, resignation is not an option. Board members have a fiduciary duty and need to be held accountable.

Out of courtesy to anyone who may read your postings, Liz, it would be a service to those who want to help if you'd state at the start you're a non-director in a 4-unit condo building; the other 3 condos are owned by board members (if I recall right). I'd say Liz is no longer "new" here and has submitted many posts with basically the same complaint: The Board often is in violation of the Davis-Stirling Open Meeting Act in CA, which governs all common interest development (CIDs) in CA

Liz's problems with he Board all seem legit and ElleN has kindly listed those that apply to small claims court. It's time, imo, for Liz to make up her mind about her next step. Begging and cajoling the Board, she's written, has not worked.

But, Liz, continuously adding to the list of violations of the Act hasn't yielded any new advice to you. You've insisted you won't move. The 3 other Units wouldn't elect you to the Board. Even if they did you'd be outvoted partly because of their animosity towards you. You've surely learned lot about small claims court from Terri.

I would like to suggest to everyone that the reason some of us post here is that we seek wisdom. We are not rushing to judgment or rushing to court. I dare say the reason many have found this forum is that they are desperate to find a solution to their problem without rushing to court. That means we are reasonable people looking for answers that are not easily found for our situation.

Another installment in the continuing saga, and this is going to be some tough love.

Whenever a homeowner disagrees with how a board is running things, they have three options: live with it, fix it, or move. That's it. Some of these will be more effective or more palatable than others depending on the details of the situation and the players involved. All of them will have different consequences. If one of these options is off the table for some reason, then the homeowner is left with the other two.

** Not liking any of these options won't make new options appear. Continuing to use the same ineffective option won't suddenly make it more effective. **

So what are you looking for? Vindication? Yeah, we pretty much all agree that the board members are doing whatever they want. So now what?

You can keep on fighting until you've run out of money and you've worn your last nerve down to a shred and you've burned all your bridges, dumped the ashes into the nearest landfill, and salted the earth where the bridges once stood. If nothing has changed, then what? You don't need to ask the internet this question, you need to ask yourself.

What Cathy said.

I've read several of Liz' and Terri's posts and it's a shame their boards don't seem to realize they can avoid a lot of drama if they would simply follow the documents and be more transparent in what they do. It's not about them agreeing with everything the board does, but one should be able to go to any board member and get accurate information on what's going on. Individual board members may have a slightly different reason for voting the way they do, but that's ok (groupthink can and does lead to more problems).

That said, I have to ask both of you - what is your end game? For Terri, I think there are more homeowners in her HOA, so at this point, I would suggest she start talking to the neighbors and see if there are others who are concerned about transparency. If so, that could be the beginning of a group that can run other people for a spot on the board. It takes longer, but over time, you might get enough people on the board to outvote the others. It's vital you talk to the homeowners because the back and forth in court can only go so far. You may win, and I believe you have, but considering that the board controls the community website (if you have one) and/or newsletter, they have probably begun a disinformation campaign against you, and some homeowners may believe it, although they don't know you. Depending on the size of your association, you may not have to worry about them but need to put in the work to find the ones who may agree with you. You may also have to accept there are some homeowners who don't give a hoot about any of this, nor will they respond to what you or the board have to say.

Liz has a trickier problem - the other homeowners don't like you (although I suspect the president is driving a lot of this and the others may be going along for whatever reason). You can keep suing them, but as Cathy noted, you may run out of money or time, and now it's beginning to look more like a pissing match. If you really want this to stop. you may have no choice but to ask the judge to put this association in receivership - which has a snowball's chance in hell of succeeding. For that to work, I think you'd have to show these folks are misusing and wasting association funds which will ultimately put the value of everyone's home at risk. Or you can ask the judge to mandate a four-person board and they would have to advise you of the meetings. However, it would still be three against one, and so you'd resolve nothing.

Personally, if I were a judge, I'd come up with some sort of semi-receivership. Put Liz on the board, along with a court-appointed observer of sorts to attend meetings and monitor what was going on. His or her responsibility would be to ensure the board is managing the association according to the documents, such as making proper motions regarding expenditures and voting accordingly. If there's a 2/2 tie on a vote, the receiver would break it. From a legal perspective, I don't know if this sort of arrangement would be possible, but if so, the association would be under this supervision for a year. At the end of the year, the receiver could report to the judge how well the association is running. It's not about Liz and her neighbors somehow coming together and singing Kumbaya, but finding a way to sort out their differences so they can work together. By the way, the association would have to pay for the observer's services - that may prompt the others to finally straighten up.

The other option would be a cage fight - to paraphrase Mad Max-Thunderdome, two people enter, one person leaves. In this case, perhaps Liz and the board president (or his wife?) could throw down (cue Tina Turner's "One of the Living").

It's really not that simple. Living in this unnatural situation called a homeowners' association is a real burden that people shouldn't have to deal with. It is always disturbing to me when I read criticism of homeowners for simply holding their board to account. I read an a propos quotation from a 1978 case not involving HOA issues. It was "To punish a person because he has done what the law plainly allows him to do is a due process violation of the most basic sort, and for any agent of the state to pursue a course of action where the objective is to penalize a person's reliance on his legal rights is patently unconstitutional." (Bordenkircher v Hayes U.S. 357, 363)

I'm really tired of hearing criticism of homeowners simply for expecting people who have the power to sell their house without going to court to follow the law. Usually the criticism comes from HOA attorneys who are usually so arrogant because they can play with homeowners money freely. Why do people question the motives of homeowners who just want the law followed? Why is that so hard for dome people to understand?

Terri: yes, sorry, different directors did set up the meetings. The director who set up the first, legitimate meeting, sets up all legitimate meetings. Both this director and I missed the second, surprise meeting a second director set up with no notice or agenda.

Cathy: I do not ask for vindication. I am an adult. And I do not ask for an answer to: If nothing has changed, then what? That is for me to answer. What I do seek is insight and facts and options. Which is precisely why this site is here.

Shelia: The issue is not transparency. The issue is violating the CC&Rs and statutes (and even Robert’s) which is done openly. I don’t need to agree with the board. But I do need them not to violate our governing documents.

As for end game – it is for me, as it is for everyone, to decide on a course of action and take it. Which means first, gathering my facts and understanding my options, which, again, is precisely why this site is here.

My take on Terri’s issues (if she doesn’t mind my saying) is that it is less about transparency (although that is certainly part of it) and more about violations. I also suspect most of her neighbors are apathetic. And it sounds like she doesn’t want to run for the board, which is her prerogative.

And great insight into my issue – I believe the president is driving this (the other owners pretty much blindly does whatever the pres says). It is nice to be liked, but I do not need to be liked by people I do not like. I’m a big girl.

I did consider receivership, but it sounds like the cure is worse than the disease.

Ellen: Annual (members/Board – please allow me time to respond – I have a life!). And, no, I am not here to complain (and a little offended you would say that). I am here to learn. That seems like a smart first step. And to weigh my options. Also smart. Then I may, or may not, take action. All of which seems methodical and intelligent.

I do not need an attorney to “comfort and calm.” Again, big girl here. And I have taken concrete steps (oh, the emails, all the emails, I have sent calmly explaining no you can’t do this because the CC&Rs says … or yes, you must do this because of Civ. Code … ). And, yes, I can (and have) written a demand letter. So, capable, here.

Still hoping they will listen to reason. Still hoping they will be swayed by facts. Because I am still hoping I can avoid taking anyone to court. So I am still asking and learning and exploring ways to try and do that.

Which is precisely what this site is for.

LizD3, can you possibly see why this is still baffling?

In your opinion, was an owners' meeting being held simultaneous to a board meeting? This is not allowed, but if either the board or you do not understand the difference, then this is a problem.

Exactly what did the notice for this meeting say?

Do you understand that there is a difference between a meeting of the owners and a meeting of the board?

Do you understand that the requirements for each are different?

Ellen, then thank heavens I am here to learn at your knowledgeable knee all about owner and board meetings and differences and requirements of each – thank you!

This was called as an annual meeting and set up like this: https://www.davis-stirling.com/HOME/A/Annual-Meeting-Agenda

I assumed a board quorum but maybe a member quorum was meant.

Here is what I think is the clincher:

This was a meeting of the owners. It did not initially achieve quorum. It also was not properly adjourned. "How to adjourn" was up to each attendee to understand. Hence the meeting was ongoing. Was quorum met at the subsequent meeting (begun the same day, a short while later)? It's a mystery.

For the subsequent meeting, LizD3 says the one director (who was at most, an owner for the purposes of this owners' annual meeting) was absent. For the subsequent meeting, LizD3 says she was absent. For the subsequent meeting, this appears to leave exactly two of four owners in attendance. Someone is calling this two a quorum when before, it was not a quorum.

Why are posters suggesting the homeowner being wronged is the one who has to pay for a lawyer, pay for arbitration, bend over backwards to appease the lawbreakers, or even move?

Liz

With three of them to your one, and you are not on the BOD, unless you are prepared to take legal action ($$$$) they will continue to brush you under the rug. Your complaining here will not get you anywhere. Your options are take legal action or learn to live with it or move.

Please help me to understand: Prior to this thread, did you think there was no difference between (1) a meeting of the board; and (2) a meeting of the owners?

For an introduction to the differences, see:

https://www.davis-stirling.com/HOME/T/Types-of-Meetings

Also, quorum:

For a board meeting with a 3-person board, quorum is 2 (a majority).

For an annual meeting with 4 owners, quorum may be 2 or 3 depending on what the bylaws say. Some annual meeting quorums can be pretty low (eg. 20%). If the quorum is a majority of owners, then 3 need to be present.

Somewhat related and I don't remember seeing this if it's come up before, a number of states have some exceptions to their laws for associations below a certain size because complying with those provisions put an unreasonable burden on them. I doubt that pretty basic things would be exempted, but I don't know for sure.

-- California's HOA/COA statute applies, as explained here:
https://www.davis-stirling.com/HOME/Statutes/Civil-Code-4200

-- It's possible there is no quorum requirement for a meeting of the owners at this HOA.

-- It would be interesting to see if the OP (LizD3) can quote exactly what the quorum requirement is for (1) meetings of the owners; and (2) meetings of the board. Until then, I am not trusting she knows what "quorum" is for this meeting of the owners.

Liz, you were absent from the subsequent meeting. How do you know that there were only two owners represented at the subsequent meeting?

The owners' annual meeting does not appear to have been properly adjourned. Consequently I think your fellow owners can claim that quorum was reached. Even if two of you subsequently left, per the California corporate code, those owners remaining could still take action, as long as a majority of a quorum approved. The majority of a quorum here would be two.

From https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7512:

(c) Subject to subdivision (b), the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division, or by the articles or the bylaws, the vote of the greater number or voting by classes.

If you do not understand what I am saying above, ask a question, and I will try to break it down for you further.

You may have been bamboozled, but it seems you were bamboozled in a way that does not appear to violate the law.