IS THIS BUSINESS WITHOUT A MEETING?

Started by IreneC • 14 replies • 1290 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in

IreneC (North Carolina)
Posts: 111

Posted:

Hello all.. yes, it's Irene again.

I wanted to share this with a couple of independent eyes. We received and email from our MC sharing with us the annual contract that we are due to renew this month. Our next meeting is next week and Our President is asking our opinion and read below... I am putting into practice the advisement only discussing board items at meetings. I responded to our president by telling her to make it an agenda item and we would discuss it next week.

Please give feedback if you think this is an attempt of our 7 year board member to discuss business outside of a meeting.

*****************************************************FYI... we have had a few areas of leaking, but it is sunny with no rain in the forcast in the next week. THE EMAIL IS BELOW..

This is important especially since a couple of roofs are leaking. It is just repair/maint with the same company we have been using. It really does not have to be an agenda item since it is "business as usual", plus there is no guarantee the price will be the same (There is a discount available at this time. ) .

What is everyone's thought. Thank you M

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Irene,

I don't see anything wrong with it at all, as long as the final discussion and decision is made at the meeting.

Our board members use email to send items around for discussion and comment prior to meetings. This permits board members to review and research items and come prepared. Our meetings used to last 4-5 hours (over two days) before we did this, and we often found ourselves postponing action on some items because board members wanted time to go research it. Now, that's all done in advance and the meetings go much more quickly.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Irene,
I agree with Brian on this one. The contract is something that takes time to review and having it before a meeting is most helpful , allowing the BOD to look it over. Signing a contract is a function of the Board, not the members so I see this as not being a meeting at all.

BradP (Kansas)
Posts: 2,640

Posted:

I agree with Donna and Bruce, basically to me it just seems like prep before a meeting, as long as the final decision and discussion takes place at the meeting. I think sometimes it is important for some prelim discussion to take place before a meeting and I think this is all it is.

IreneC (North Carolina)
Posts: 111

Posted:

I thank you so much for your in put. We have several people telling the President to go forward on this . I myself said I appreciate the heads up and plan on giving my decision at our next meeting.

BrianB (California)
Posts: 2,820

Posted:

I agree with Donna, who agreed with me before i even wrote anything.

As long as the board doesn't DECIDE the course of action, and are merely getting educated as to the choices, it seems fine.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Irene,

In AZ this would be a violation of the open meeting law. A quorum of the board meeting, whether they take action or not, is considered a meeting and subject to the open meeting law. Because the HOA open meeting law does not explicitly refer to email communications, some boards are conducting business this way, thus violating the law. Since the email was sent to all the board members and asked for their opinion it would be regarded as a meeting. My opinion regarding this is further justified by the Pres. remark that this does not have to be an agenda item. In other words action will be taken based on the board members opinions relayed via email. Sure sounds like a meeting to me.

BrianB (California)
Posts: 2,820

Posted:

mary points out a very good thing: the difference between sending out an item for education, review, look-see, etc., and sending it out and asking for an opinion, decision, etc..

I believe, even in arizona, I could send out INFORMATION that we would be making a decision on prior to a meeting to my board members, and be legal. However, if i asked them to get back to me with a vote, decision, even an opinion, i am likely guilty of conducting the business of the board outside a meeting (and thus, wrong).

Every state has different laws (some have none), but a good rule would be that it's probably okay to send out information ahead of a meeting, but absolutely avoid telling your members to make decisions, form an opinion, come "prepared to vote", "in lieu of discussion", etc.. You can give me the proposal for me to look at, but don't ask that i have a decision (even an opinion) until the meeting.

IreneC (North Carolina)
Posts: 111

Posted:

As crazy as the email from the President sounds, our manager emailed us all and told us that there is an active leak on the roof that needs to be repaired and we need to get an answer to her asap.

I asked her if this is an ACTION WITHOUT A MEETING? If so.. then the wording in emails must reflect this and action can be taken for "emergencies" that were not initially disclosed!

SusanW1 (Michigan)
Posts: 5,202

Posted:

1) a contract forwarded to board members for pre-meeting study is OK. Discussion about the contract or decision about it using email or any other form of communication outside the meeting is NOT OK.

2) A leak is an emergency. Someone should be able to acertain this emergency situation and propose to the Board some kind of action i.e. call a plumber; throw a tarp over it, etc. The Pres. can then call an emergency meeting OR the president can call people if a vote for $ is needed. Yes, that is a meeting without a meeting and the vote result (action decision) can be ratified at the next meeting and put into the minutes.

GlenL (Ohio)
Posts: 5,491

Posted:

CA Corporations Code §7211. Board Meetings; Notice; Quorum; Consent to Act Without Meeting:

(b) Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the board. The action by written consent shall have the same force and effect as a unanimous vote of the directors. For the purposes of this section only, "all members of the board" does not include any "interested director" as defined in Section 5233, insofar as it is made applicable pursuant to Section 7238.

Studies show that 5 out of 4 people have problems with fractions

MaryA1 (Arizona)
Posts: 7,043

Posted:

Glen,

We have the same law in AZ. It's in the Nonprofit Corp Act which all HOAs must also abide by, if they are a nonprofit corp. The MC's email communication could fall into that category even though, legally speaking, a quorum of the board communicating by email is considered a meeting.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Forgot to mention. Taking action w/o a meeting is generally used when a quorum of the board cannot be obtained and an emergency situation requires an action to be taken.

IreneC (North Carolina)
Posts: 111

Posted:

As mentioned in another post, it appears as though our manager was terminated and we have been reassigned a new property manager effective immediately. I think that is enough for me to know that they terminated our manager to know that she was NOT up to parr.

IreneC (North Carolina)
Posts: 111

Posted:

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here