Premeet of Board to Plan Annual Meeting - not regular Board Meeting

If I want to call a Board planning meeting for our Annual member meeting on 5/14/2024, do I need to notify all homeowners and run it like a Special Meeting that is making HOA decisions (for example send notification, agenda, do minutes, have homeowner forum) TIA Sue

Yes, but the Board still have to "own" the meeting, and we still need to decide venue and technology as we don't have a clubhouse. Our property manager is fine, she turns up, we haven't had turnover but she's not very proactive, just tends to do what she did in years before. Not ideal but have read so much turnover issues and managers not turning up that I live with what we have and try and provide to extra proactive stuff myself. Sue

Just that it's not decision making just logistical planning. Sue

If no decisions are going to be made, you can lawfully discuss this by email. See https://www.davis-stirling.com/HOME/E/Email-Between-Directors. Otherwise a meeting of a quorum of the board where association business will be discussed in person or by an app like Zoom has to be noticed to owners.

I expect others here will question how decisions could not be made in this discussion.

Re: community managers, this sort of work was within the scope of our manager's responsibilities.

Annual meetings typically have limited agendas: reports, election, special presentations by an invited guest (infrequent) and homeowner Q&A. As the board secretary, I'd proofread the manager's work, but it was true proofreading, not editing content. Our manager also scheduled the meeting. Any other pre-planning had already taken place during our last board meeting.

So this question didn't even come up.

The Board will be making decisions, Susan. So, yes, in Calif. with our open meeting Act, this requires a board meeting. In my HOA the planning for the annual meeting is done during a regular monthly Board meeting. But there's no reason why you cannot have a special meeting of the Board to do this. So yes, you must take minutes & you’ll need them to remember your decisions.

I don't know about your HOA, Susan, but in ours, owners have no interest in attending these special-topic meetings unless it affects them directly.* So there's no reason to have it be a Zoom meeting that I can think of.

Because of Cali's whacko statutory election requirements, you need to have this planning meeting waaaay in advance of the annual meeting. You need to rely on your HOA's Election Rules that were (or should have been) updated in 2020. It's crucial to read https://www.davis-stirling.com/HOME/H/HOA-Election-Timeline. Use the calculator!

The good news is that board members may have many online discussions before the Board meeting; it's the latter where you'll vote to finalize plans. I can see many of the decision below will require research and legwork.

Here are some possible decisions/board votes to place on your Board meeting agenda that're on ours every year:

Date & time. Will you have it following a regular Board meeting? Or on a separate date of its own.

Venue. Directors would bring suggestions to the meeting.

Will members conduct any other business beyond the election? Some HOAs give awards. Or sum up the year's accomplishments.

Set “Record Date.” This is the date by which someone must be an owner in order to vote. We set ours about two week before the Annual Meeting.

Who will be your inspector(s) of election? Will you hire a specialty firm to collect & securely store the secret ballot envelopes? And tabulate the ballots at the Meeting? Your PM may know of such firms. Ballots may be tabulated by others who are not related to anyone seeking election, so ours are tabulated by three long-time owners who have done this task for years. See your election rules.

May candidates submit a “Candidate Statement?” If so, I strongly suggest it be limited to one page.

Will you hold your new board's Organizational Meeting to elect officers immediately following your annual meeting (we do)? If not, schedule it ASAP after the ann.mtg.

* We have a new MC and a few days ago there was special board meeting for their local chief financial person to explain their set-up, etc. Among ownrs , 2 couple & 2 singles-- including me-- attended by Zoom; two attended in person in an HOA of 200+ Units.

Good luck!

Yes, it's true, Cathy. Discussions among directors on Assoc. items of biz can occur now in Calif. outside of open meetings of the board.

But decisions, i.e., votes, must be made at a meeting of the Board. There are many decisions to be made in Calif. HOAs re: the annual meeting agenda. I listed a few above and probably forgot a few. These decisions/votes, of course, must be in Board meeting minutes..

Email discussions about HOA business as described in Civil Code 4910(b) are illegal. 4910(b) is still the law.
4910. b)

(1) Notwithstanding Section 7211 of the Corporations Code, the board shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in paragraph (2).

Par. 2 refers to emergency meetings

Despite the California court's ruling, you keep posting this falsehood. Why is it a lie? Because last year, the court noted that the Civil Code defines what a board "meeting" is. Email exchanges where no votes occur do not qualify as a meeting.

You wish it were otherwise. The web site I linked was added shortly after the California court ruled on this.

Email exchanges where no decision is made are //not// board meetings and require no notice et cetera. Such email exchanges presently are 100% lawful under California law.

Terri is going to post more rubbish on this point. People should read the D-S link I provided above.

Terri: Where the decisions/votes are made about the many topics required by CA statutes, this may be in a regular open board meeting or a special open board meeting.*. Perhaps Elle will now agree that a board meeting must be held to make decisions about the annual mtg.

Though I intensely dislike the secrecy it promotes, or can promote, in CA HOA Boards, a quorum of directors now can yak online/phone for ever & ever among themselves with discussions on items of business, so long as they do not vote to make decisions. I know of at least one such "discussion" by our Board.

I heard from one director that the 6 of them went back & forth off & on for days online about whether they should decide to lower the pool temp water to save some utilities $$. They directed the PM try to estimate the savings, which cost him time he might use for his main job. Surely pool temp would a topic on an open meeting agenda about which some owners would like to express their opinions in open forum. This still has not been on an agenda. So...in a sense they DID make a decision: to keep pool temp the same. My source was annoyed at the waste of his time.

* Regular meetings of the Board and special meetings of the Board are in CA HOA bylaws and if, not, are in CA Corps Code (if I remember right). So...my HOA's Regular Meeting is the last Tuesday of the month. Board with less biz to handle often holds thier regular meeting quarterly

A “planning” meeting sounds like a “workshop” that some boards have used to say it’s not a regular board meeting. But if there’s a quorum whether simultaneously or serially, planning the annual meeting considering what agenda items there should be, etc., it’s a board meeting needing notice and agenda.

The plaintiff in that case used the wrong argument and that’s why he lost. If he had argued the board violated 4910(b)(1), he would have won because defendant admitted having email discussions amongst a quorum of directors. And he could have done it in small claims court. There will be another case to negate it for sure.

This is not what the law says regardless of what the Alta Del Mar case said - and I understand your position on this. Civil Code section 4910(b)(1) still prohibits email/phone meetings of the board whether or not there is a decision made. It carefully includes the statement "notwithstanding Corporations Code 7211" which would permit the type of meeting Alta Del Mar describes, again clearly showing that a series of emails are not a lawful board meeting.

And here is a good example of how the plaintiff made the wrong argument to win his case. The real issue was not the definition of a meeting. There are many kinds of board meetings described in the Davis-Stirling Act. The board at Alta Del Mar was violating the kind of meeting that is forbidden and is described at 4910(b)(1); i.e. "the board shall not conduct a meeting via a series of electronic transmissions..." This law is still valid.

The California Supreme Court did NOT approve the decision; the Court did not review the case. Yours is a false statement of fact.

No it is not. The California Supremes refused to hear the appeal. Hence an approval.

What you want is chaos: All case law should be ignored when you disagree with it.

So now every appeals court and supreme court decision is a "lone wolf" decision that somehow, deserves no credit.

You should not be posting advice, period.

The current law is what is stated at the link I provided.

Here's to a thread deletion sooner rather than later.

The Supreme Court did NOT reject the appellate court decision. It declined to REVIEW the decision.

Post-o. Change to: The court's rejection of the appeal of the appeals court decision.

From the court's website:

Reasons Why the California Supreme Court Reviews a Case
The California Supreme Court is not required to hear all cases that are filed with the court. In fact, the court only chooses to hear about 3% of cases that petition for review.

Here are common reasons the court may decide to review a decision:

the case presents issues that have never come before the courts before – the legal term for this is “issues of first impression”
the case has a substantial impact on the citizens of California
the Courts of Appeal do not agree on the decision
Elective Review by the California Supreme Court
It does not happen often, but sometimes the California Supreme Court will select a case to review. The court has a legal right to do this even if no parties in the case file a petition for review. Generally, the court can only order an elective review within 30 days after the Court of Appeal files an opinion.

You appear to have zero understanding of what it means when a state supreme court declines to hear an appeal. Let me clear this up for you:

It means the lower court decision stands. In this instance and of no small importance, the state supreme court also declined the request to "depublish." All together, this means the lower court decision is the law in the state of California.

I expect you will deny this to the end of your days. The good thing is your lies about what the law says will continue to subtract from your credibility at your HOA.

They don’t need to amend it. 4910(b)(1).

This would be called an orientation meeting where no notice is required.