TerriS6 (California)
Posts: 3,270
Posts: 3,270
Posted:
Bylaws say secretary shall serve all meeting notices. President has started sending a second different agenda. What is result when board approves spending based on the unauthorized agenda?
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MichaelS56 (Minnesota)
Posts: 885
Posts: 885
Posted:
The full board needs to vote on the spending. The board also needs to approve the agenda for the meeting.
ElleN (Idaho)
Posts: 1,413
Posts: 1,413
Posted:
As I trust you are aware, California law requires that the agenda be attached to the required notice to owners. This is not trivial. Why? Because owners decide whether to attend board meetings based on what is the agenda. In addition, HOAs must give owners time to speak on virtually any topic during the required open forum section of board meetings. If owners do not have the correct agenda, then they cannot prepare comments etc.
If a board votes on an item not properly noticed to owners, then IMO the vote is not valid for at least the short term. Why? Because owners did not have a chance to opine on the item and so give their input. Said input could have changed one or more directors' votes.
On the other hand, if say a year goes by and no one say anything about the invalid Board vote, a court is less likely to reverse the board decision.
Owners should take this violation of state law through Internal Dispute Resolution and do so promptly, alerting the Board to the problem.
TimB4 (Virginia)
Posts: 21,004
Posts: 21,004
Posted:
I'm saying this without checking CA statutes.
Most agendas have a section on new business or an open forum where Directors can bring things up that were not on the agenda. This would be the appropriate place for any changes.
That said, explain to the President that the Law requires all owners to be informed of the agenda and last minute changes can became legal issues if not handled properly. If necessary, bring it up to the whole board at the same time.
TerriS6 (California)
Posts: 3,270
Posts: 3,270
Posted:
I send out the draft agenda long before the posting date and invite directors to add what they want. Well, he said nothing but is posting his own totally separate notice and agenda...and I have no idea what's on it until he sends it to the membership. He gets my agenda first, leaves what he wants, removes what he doesn't want, then adds his own items.
EliK1 (Texas)
Posts: 9
Posts: 9
Posted:
Terri, your follow-up makes it clearer: two agendas are going out, and the one the members actually receive is the president's edit. Two questions hide in there: who sends the notice, and what it must contain. If the bylaws say the secretary serves all meeting notices, the president issuing his own version is a bylaws problem the board can fix by vote at its next meeting: one agenda, sent by the secretary, and the president's additions go into your draft before the posting date, not into a separate notice.
The spending question is an open-meeting question, and ElleN has the core of it. Civil Code 4920 says notice of a board meeting goes out at least four days ahead and must contain the agenda. Section 4930 says the board may not discuss or act on an item at a nonemergency meeting unless it was on that agenda, with narrow exceptions (an emergency finding, a two-thirds vote on something that arose after the agenda went out, or an item continued from a meeting within the past 30 days). An item that appears only on the president's rewritten agenda is open to challenge.
The practical cure: put the spending item on a properly noticed agenda, ratify it at the next meeting, and record in the minutes which notice went out, when, and from whom. If the amount is large, a quick read of those two sections with your association's attorney is worth the hour.
ā Eli
ElleN (Idaho)
Posts: 1,413
Posts: 1,413
Posted:
I send out the draft agenda long before the posting date and invite directors to add what they want. Well, he said nothing but is posting his own totally separate notice and agenda...and I have no idea what's on it until he sends it to the membership. He gets my agenda first, leaves what he wants, removes what he doesn't want, then adds his own items.
You call the agenda the President sent out "unauthorized." You wrote that the Bylaws say the Secretary "shall serve all meeting notices." Still if the President's agenda meets the specific statutory notice requirements, then I hesitate to say there is a problem. In other words, I do not like the chances of someone who takes this to court asking the judge to revoke board decisions made based on a properly noticed (time-wise) agenda sent to owners by the President after the Secretary sent a draft to the board.
TimB4 (Virginia)
Posts: 21,004
Posts: 21,004
Posted:
The person who sends out the agenda is not always the person who sets the agenda. As you said, you provide a draft.
Yes, a conversation needs to be had between you and the President about the agenda so you don't start feeling that your work isn't appreciated.
Perhaps a simple agreement that he sends the agenda to you so you can distribute or an agreement that the President takes care of the agenda and meeting notices.
TerriS6 (California)
Posts: 3,270
Posts: 3,270
Posted:
Quote:
Posted By ElleN on 10/21/2026, 9:33 AM
I misread the first post.Ā I send out the draft agenda long before the posting date and invite directors to add what they want. Well, he said nothing but is posting his own totally separate notice and agenda...and I have no idea what's on it until he sends it to the membership. He gets my agenda first, leaves what he wants, removes what he doesn't want, then adds his own items.
You call the agenda the President sent out "unauthorized." You wrote that the Bylaws say the Secretary "shall serve all meeting notices." Still if the President's agenda meets the specific statutory notice requirements, then I hesitate to say there is a problem. In other words, I do not like the chances of someone who takes this to court asking the judge to revoke board decisions made based on a properly noticed (time-wise) agenda sent to owners by the President after the Secretary sent a draft to the board.
Last meeting, I sent the final notice to membership and posted. Later same day, president sent his own notice/agenda with different items on it. Board didn't authorize him to serve these.
TerriS6 (California)
Posts: 3,270
Posts: 3,270
Posted:
Quote:
Posted By EliK1 on 10/21/2026, 9:06 AM
Terri, your follow-up makes it clearer: two agendas are going out, and the one the members actually receive is the president's edit. Two questions hide in there: who sends the notice, and what it must contain. If the bylaws say the secretary serves all meeting notices, the president issuing his own version is a bylaws problem the board can fix by vote at its next meeting: one agenda, sent by the secretary, and the president's additions go into your draft before the posting date, not into a separate notice.
The spending question is an open-meeting question, and ElleN has the core of it. Civil Code 4920 says notice of a board meeting goes out at least four days ahead and must contain the agenda. Section 4930 says the board may not discuss or act on an item at a nonemergency meeting unless it was on that agenda, with narrow exceptions (an emergency finding, a two-thirds vote on something that arose after the agenda went out, or an item continued from a meeting within the past 30 days). An item that appears only on the president's rewritten agenda is open to challenge.
The practical cure: put the spending item on a properly noticed agenda, ratify it at the next meeting, and record in the minutes which notice went out, when, and from whom. If the amount is large, a quick read of those two sections with your association's attorney is worth the hour.
ā Eli
Terri, your follow-up makes it clearer: two agendas are going out, and the one the members actually receive is the president's edit. Two questions hide in there: who sends the notice, and what it must contain. If the bylaws say the secretary serves all meeting notices, the president issuing his own version is a bylaws problem the board can fix by vote at its next meeting: one agenda, sent by the secretary, and the president's additions go into your draft before the posting date, not into a separate notice.
The spending question is an open-meeting question, and ElleN has the core of it. Civil Code 4920 says notice of a board meeting goes out at least four days ahead and must contain the agenda. Section 4930 says the board may not discuss or act on an item at a nonemergency meeting unless it was on that agenda, with narrow exceptions (an emergency finding, a two-thirds vote on something that arose after the agenda went out, or an item continued from a meeting within the past 30 days). An item that appears only on the president's rewritten agenda is open to challenge.
The practical cure: put the spending item on a properly noticed agenda, ratify it at the next meeting, and record in the minutes which notice went out, when, and from whom. If the amount is large, a quick read of those two sections with your association's attorney is worth the hour.
ā Eli
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