Open meetings vs closed

DonnaM16 (Missouri)
Posts: 23

Posted:

PLEASE HELP
Missouri nonprofit
New board/ president
Refusing to allow regular board meetings to be open. She had 2, and then attendees talked about meeting happenings. She didn't like that owners were talking amongst themselves, and closed all meetings. She can't do that, sunshine law but she says she can do whatever she wants since she is president. Executive meetings should be limited to just those issues that should remain private, but not for her, now everything is executive session, plus is only including officers, no other board directors are allowed.

Plus does anyone know this? Our CCRs state a 9 member board, we only have 6 members, so is a legal vote the majority of the 6, or the majority of what should be 9?

MarkM19 (Texas)
Posts: 1,459

Posted:

Donna,
My first question for you is how did she become President? Did the board not know she had these tendencies? It seems to me that she has not read the documents of your association and needs to asap.

The remaining officers need to take action and remove her from her title. Once that happens a new President needs to be elected. Regarding you open board seats I believe the language I have seen is up to 9 members. I would first work on getting 1 additional member to make it and uneven number.

ElleN (Idaho)
Posts: 4,420

Posted:

From prior posts, this is a 24-unit condo. Donna, what year was this condo established?

Quote:

Posted By DonnaM16 on 08/24/2023 9:48 AM
PLEASE HELP
Missouri nonprofit
New board/ president
Refusing to allow regular board meetings to be open. She had 2, and then attendees talked about meeting happenings. She didn't like that owners were talking amongst themselves, and closed all meetings. She can't do that, sunshine law

Missouri's two Condo statutes (pre-1983 and 1983 and later, roughly) are silent about board meetings being open to owners. To what sunshine law are you referring?

Do your bylaws require board meetings to be open to owners?

MarkM19 (Texas)
Posts: 1,459

Posted:

ElleN,
Thanks for the clarification. Sorry I rarely go in the way back search button to look at older posts.

Donna,
If this is true in a 24 Condo association to have any more than 5 board members is completely crazy and as a matter of fact I think 3 is much more appropriate for your size.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Sunshine laws rarely apply to private corporations such as an HOA. They apply to "public" groups.

KerryL1 (California)
Posts: 14,550

Posted:

Are you on the Board, Donna? If so, you and the other directors may vote to remove her from the office of president. (Directors vote on this.). Then all directors vote for a new president. Any director may nominate self to be president and also vote for self. She would still be a member of the board of directors.

Is there a governing document in your association that says that regular or specialor board meetings must be open to the Owners? Please cite the exact words. I suspect it'd be in your Bylaws.

Agree with Mark that 9 directors sounds crazy for 24 units. You wrote, Donna, that this is in your CC&Rs. are you sure? Normally this would be in your Bylaws? Are you incorporated so, therefore, you have Bylaws?

Assuming you have Bylaws, they might say that only a quorum of the Board may take action, i.e., vote on HOA business. Then, there are two choices: the Bylaws might say something like: a quorum is a majority of all required directors. OR they might say, as my HOA bylaws do: "A majority of the number of Directors then in office..." constitute a quorum. If your current number of directors is 6, a quorum would be 4 directors if your Bylaws have this wording.

(IF you have officers who aren't directors, as permitted in many Bylaws, they do NOT help establish a quorum, nor do they vote on any Board business.)

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Donna

It is very, very rare that a BOD meeting cannot be open to fellow owners observing it. There may well be restrictions when owners can speak during the meeting. You need to closer read your docs about open meetings in order to challenge her decisions.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By JohnC46 on 08/24/2023 2:24 PM
Sunshine laws rarely apply to private corporations such as an HOA. They apply to "public" groups.

HOAs are considered to be "quasi-governmental."

CathyA3 (Ohio)
Posts: 6,299

Posted:

Nevertheless, a state's sunshine laws generally do not apply to HOAs since even if the HOA's meeting are open, they're not open to "the public". This is also why state statutes governing these entities and the HOA's own bylaws usually spell out whether or not board meetings must be open or closed.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By CathyA3 on 08/25/2023 5:42 AM
Nevertheless, a state's sunshine laws generally do not apply to HOAs since even if the HOA's meeting are open, they're not open to "the public". This is also why state statutes governing these entities and the HOA's own bylaws usually spell out whether or not board meetings must be open or closed.

The Davis-Stirling Act's Open Meeting Act is based on the Ralph M. Brown Act for government agencies. Legislative intent.

KerryL1 (California)
Posts: 14,550

Posted:

Sadly, imo, there are states that don't require open HOA board meetings. There was a regular board-member poster from PA who confirmed that in his state, tho' one open board meeting a year may be required. We've also seen it here for NY. And for others too that I can't recall. Georgia?

Then there are states that permit boards to take action without open board meetings. Boards can hide their deliberations and decision-making processes from owners in such meetings even if in "open meeting states."

JohnC has told us that in SC board meetings must be open, but there is no required notice/agenda to inform owners when/where a board meeting is held. Or what is on the agenda. I think we've seen other states that are like SC. NC?

Having read this forum for a number of years now, I'm convinced that HOA boards that hold closed meetings or make them difficult to attend pay the price of rarely having enough owners who want to be on the board. JohnC has noted this many times. BUT, of course, if the same old directors what to keep power, a lack of candidates suits them just fine.

I think I've seen a chart online of all US states showing whether they require open board meetings for associations.

AidylP1 (California)
Posts: 173

Posted:

Quote:

Posted By TerriS6 on 08/25/2023 6:00 AM

Posted By CathyA3 on 08/25/2023 5:42 AM
Nevertheless, a state's sunshine laws generally do not apply to HOAs since even if the HOA's meeting are open, they're not open to "the public". This is also why state statutes governing these entities and the HOA's own bylaws usually spell out whether or not board meetings must be open or closed.

The Davis-Stirling Act's Open Meeting Act is based on the Ralph M. Brown Act for government agencies. Legislative intent.

Davis-Stirling Act is NOT based on the Ralph M. Brown Act

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By AidylP1 on 08/25/2023 6:29 PM

Posted By TerriS6 on 08/25/2023 6:00 AM

Posted By CathyA3 on 08/25/2023 5:42 AM
Nevertheless, a state's sunshine laws generally do not apply to HOAs since even if the HOA's meeting are open, they're not open to "the public". This is also why state statutes governing these entities and the HOA's own bylaws usually spell out whether or not board meetings must be open or closed.

The Davis-Stirling Act's Open Meeting Act is based on the Ralph M. Brown Act for government agencies. Legislative intent.

Davis-Stirling Act is NOT based on the Ralph M. Brown Act

Why do you say that? Even case law says it is.

TerriS6 (California)
Posts: 3,284

Posted:

What I wrote was the Open Meeting Act which is part of the DS Act is based on the Brown Act.

AidylP1 (California)
Posts: 173

Posted:

Quote:

Posted By TerriS6 on 08/25/2023 7:47 PM
What I wrote was the Open Meeting Act which is part of the DS Act is based on the Brown Act.

https://www.youtube.com/watch?v=7Fjtw10eKxw&t=33s

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By AidylP1 on 08/27/2023 7:33 PM

Posted By TerriS6 on 08/25/2023 7:47 PM
What I wrote was the Open Meeting Act which is part of the DS Act is based on the Brown Act.

https://www.youtube.com/watch?v=7Fjtw10eKxw&t=33s

I'm familiar with the video. What is your point?

TerriS6 (California)
Posts: 3,284

Posted:

Here's a good read on the Open Meeting Act by an authority. https://www.tahoedonner.com/wp-content/uploads/2018/07/Item-15-b-Summary-of-Davis-Stirling-Open-Meeting-Act.pdf

AidylP1 (California)
Posts: 173

Posted:

Quote:

Posted By TerriS6 on 08/28/2023 4:58 AM
Here's a good read on the Open Meeting Act by an authority. https://www.tahoedonner.com/wp-content/uploads/2018/07/Item-15-b-Summary-of-Davis-Stirling-Open-Meeting-Act.pdf

Your article states the Open Meeting Act "parallels", NOT based on the Brown Act. I have been on councils that are regulated by the Brown Act, and it is night and day, the main difference between enforcement.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By AidylP1 on 08/28/2023 10:40 AM

Posted By TerriS6 on 08/28/2023 4:58 AM
Here's a good read on the Open Meeting Act by an authority. https://www.tahoedonner.com/wp-content/uploads/2018/07/Item-15-b-Summary-of-Davis-Stirling-Open-Meeting-Act.pdf

Your article states the Open Meeting Act "parallels", NOT based on the Brown Act. I have been on councils that are regulated by the Brown Act, and it is night and day, the main difference between enforcement.

Why do you think it parallels the Brown Act. As the Adams Stirling website states: "Modeled on Brown Act. The legislature patterned the Open Meeting Act on the open meeting provisions of the Brown Act:"

I've also been subject to the Brown Act and obviously there are differences. The point is California has a "sunshine" law for homeowner associations.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

... snip ...

Why do you think it parallels the Brown Act. As the Adams Stirling website states: "Modeled on Brown Act. The legislature patterned the Open Meeting Act on the open meeting provisions of the Brown Act:"

I've also been subject to the Brown Act and obviously there are differences. The point is California has a "sunshine" law for homeowner associations.

As I said above, which is what started this off: they're not the same. A state's sunshine laws address the operations of governmental organizations and how they interact with the citizenry of that state. HOAs are private entities whose operations affect the members of those entities, and they may have their own versions of a "sunshine" law. But "patterned on" or "modeled on does not mean "identical to" - and "quasi-governmental" is not identical to "governmental". In the case of HOAs these things can't be the same since HOAs and the state government perform different functions for different populations. (Not to mention that HOA membership is voluntary while citizenry pretty much isn't unless one takes steps to change it.)

It's totally possible for a state to have sunshine laws for their governmental operations yet still allow community associations to have closed meetings. I know because I live in such a state.

In other words, a poster who wants to know if the board in their community can hold closed meetings needs to check the laws governing community associations in their state and by bylaws. The state's sunshine laws won't tell them what they want to know.

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By CathyA3 on 08/28/2023 12:44 PM

... snip ...

Why do you think it parallels the Brown Act. As the Adams Stirling website states: "Modeled on Brown Act. The legislature patterned the Open Meeting Act on the open meeting provisions of the Brown Act:"

I've also been subject to the Brown Act and obviously there are differences. The point is California has a "sunshine" law for homeowner associations.

As I said above, which is what started this off: they're not the same. A state's sunshine laws address the operations of governmental organizations and how they interact with the citizenry of that state. HOAs are private entities whose operations affect the members of those entities, and they may have their own versions of a "sunshine" law. But "patterned on" or "modeled on does not mean "identical to" - and "quasi-governmental" is not identical to "governmental". In the case of HOAs these things can't be the same since HOAs and the state government perform different functions for different populations. (Not to mention that HOA membership is voluntary while citizenry pretty much isn't unless one takes steps to change it.)

It's totally possible for a state to have sunshine laws for their governmental operations yet still allow community associations to have closed meetings. I know because I live in such a state.

In other words, a poster who wants to know if the board in their community can hold closed meetings needs to check the laws governing community associations in their state and by bylaws. The state's sunshine laws won't tell them what they want to know.

I never said they were "identical." Don't make things up.
HOA is quasi-governmental. The very definition of quasi tells you it's not identical.
HOA membership is mandatory and automatic when buying into a common interest development.
One of the creators of the Open Meeting Act is the one who called the law parallel to the Brown Act. Is that not good enough for you?
I never said they were the same.

AidylP1 (California)
Posts: 173

Posted:

More reading for Terri

https://oag.ca.gov/open-meetings

Here is the actual bill and all of the analysis went into the process. Only one mention of the Brown Act.

https://leginfo.legislature.ca.gov/faces/billAnalysisClient.xhtml?bill_id=201120120SB563

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By AidylP1 on 08/28/2023 1:30 PM
More reading for Terri

https://oag.ca.gov/open-meetings

Here is the actual bill and all of the analysis went into the process. Only one mention of the Brown Act.

https://leginfo.legislature.ca.gov/faces/billAnalysisClient.xhtml?bill_id=201120120SB563

What is your problem?

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By AidylP1 on 08/28/2023 10:40 AM

Posted By TerriS6 on 08/28/2023 4:58 AM
Here's a good read on the Open Meeting Act by an authority. https://www.tahoedonner.com/wp-content/uploads/2018/07/Item-15-b-Summary-of-Davis-Stirling-Open-Meeting-Act.pdf

Your article states the Open Meeting Act "parallels", NOT based on the Brown Act. I have been on councils that are regulated by the Brown Act, and it is night and day, the main difference between enforcement.

The article written by someone who actually participated in revising the Davis-Stirling Act wrote that the CID Open Meeting Act was patterned after the Brown Act.