AlexL1 (Florida)
Posts: 305
Posts: 305
Posted:
Can the board members meet informally without the representative of the management company being there?
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Board members meeting Informally?
Started by AlexL1 • 23 replies • 3157 views
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DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Alex,
The Board can meet without the management company being present. The P.M is just an employee of the Association and can or does not have to be present at meetings, depending on the directions of the BOD. What they cannot do is to meet without any meeting being posted 48 hours prior AND without the membership being present. At least the membership is allowed to be present. If they are not present, that is not the Boards fault but the members fault. All meetings are open to the members except when the issue is legal or pending litigation.
Statute 720:303--(2) Board Meetings
2) BOARD MEETINGS.--
(a) A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business. All meetings of the board must be open to all members except for meetings between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege. The provisions of this subsection shall also apply to the meetings of any committee or other similar body when a final decision will be made regarding the expenditure of association funds and to meetings of any body vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community.
(b) Members have the right to attend all meetings of the board and to speak on any matter placed on the agenda by petition of the voting interests for at least 3 minutes. The association may adopt written reasonable rules expanding the right of members to speak and governing the frequency, duration, and other manner of member statements, which rules must be consistent with this paragraph and may include a sign-up sheet for members wishing to speak. Notwithstanding any other law, the requirement that board meetings and committee meetings be open to the members is inapplicable to meetings between the board or a committee and the association's attorney, with respect to meetings of the board held for the purpose of discussing personnel matters.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
What do you mean "informally" -it's a meeting or not.
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Informally means--??? At the corner bar or without calling a regular meeting?? I hope not the later because that is a Statute No No! You know the story--"anytime a quorum of the Board meets it is then considered a meeting of the Board, therefore must be posted and open to the membership."
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Donna is right. A quorum of the board getting together and discussing assn business (even if it's at the pool or a neighborhood party) constitutes a meeting and must be properly noticed. This is also AZ law. But, the key is "discussing assn business".
AlexL1 (Florida)
Posts: 305
Posts: 305
Posted:
What is meant.... is..... getting together someplace on the grounds t0 walk around and discuss landscaping, lighting, garbage pick up, etc... Yes, the announcement could be up 48 hours in advance but how can the Board hold an exec session to talk personal things about the Management company that would not want the regular assoc. members to hear
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Alex,
Even if the board needs to hold an executive session they need to notice that meeting even though the members cannot attend. The law is designed not only to allow members to attend board meetings but also to let members know that a board meeting is taking place. If board members are walking around the s/d looking for violations, then that would qualify as a meeting if those board members make up a quorum.
Even if the board needs to hold an executive session they need to notice that meeting even though the members cannot attend. The law is designed not only to allow members to attend board meetings but also to let members know that a board meeting is taking place. If board members are walking around the s/d looking for violations, then that would qualify as a meeting if those board members make up a quorum.
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Kevin,
Walking around looking at landscape is not a meeting, there will be no decisions made or voting on that occasion. If the entire Board is going to be present, yes do post the notice 48 hours prior. From experience, no member will show up and tag along BUT YOU POSTED IT PROPERLY!
Discussing personal matters about the Management company ? I do question that. Hiring or firing them is open meeting matter. What other issue would be considered personal and require a closed meeting?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Donna,
In AZ, when a quorum of the board meets to discuss assn business, whether any action is taken or not, it is considered a meeting and must be properly noticed.
In AZ, when a quorum of the board meets to discuss assn business, whether any action is taken or not, it is considered a meeting and must be properly noticed.
JohnK3 (Pennsylvania)
Posts: 967
Posts: 967
Posted:
Disclaimer: Thankfully, our ByLaws neither require notice to Membership of a Board "meeting" nor that Membership be allowed to attend.
Didn't we beat this to death on an earlier thread about whether emails constitute a "meeting"?
Anyway, notwithstanding these statutory requirements some of you guys have been stuck with, on a practical, functional basis, do you really follow them to a T (whatever a T is)? Or to put it another way, how many ES Tylenols does doing so contribute to your diets?
Even with our tiny HOA, our Board, at least weekly, has to make decisions, develop consensus, problem-solve, or otherwise keep the operation running (which is what we were voted in to do).
Say, as we recently were faced with, should we send a deposit requested by a vendor for work to be performed in 2009? Sure, we agreed, via email. No-brainer.
Would you instead give appropriate notice to Membership and wait to have a "meeting" at which nobody 'cept the Board would attend, the subject of which has already been decided and will not be changed, and which Membership could not care less about?
Didn't we beat this to death on an earlier thread about whether emails constitute a "meeting"?
Anyway, notwithstanding these statutory requirements some of you guys have been stuck with, on a practical, functional basis, do you really follow them to a T (whatever a T is)? Or to put it another way, how many ES Tylenols does doing so contribute to your diets?
Even with our tiny HOA, our Board, at least weekly, has to make decisions, develop consensus, problem-solve, or otherwise keep the operation running (which is what we were voted in to do).
Say, as we recently were faced with, should we send a deposit requested by a vendor for work to be performed in 2009? Sure, we agreed, via email. No-brainer.
Would you instead give appropriate notice to Membership and wait to have a "meeting" at which nobody 'cept the Board would attend, the subject of which has already been decided and will not be changed, and which Membership could not care less about?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
John,
Yes we have had this discussion many times prior. I think I jokingly said your board was not organized -- they needed a woman. But, seriously, I do believe you are NOT organized if you cannot run your small assn with only monthly meetings. My assn is comprised of 1,702 members and we have a budget of approx. $800,000. kkjThe board has no problem operating w/i the guidelines of the AZ Open Meeting law, which requires noticing all meetings. Email communications between a quorum of the board are taboo! You asked if BOD's actually adhere to these laws. Well, they certainly better -- it's the law!!! I know my board does and our assn is very well run. It's amazing what can be accomplished -- and all within the guidelines of the law -- with a little bit of organization.
Yes we have had this discussion many times prior. I think I jokingly said your board was not organized -- they needed a woman. But, seriously, I do believe you are NOT organized if you cannot run your small assn with only monthly meetings. My assn is comprised of 1,702 members and we have a budget of approx. $800,000. kkjThe board has no problem operating w/i the guidelines of the AZ Open Meeting law, which requires noticing all meetings. Email communications between a quorum of the board are taboo! You asked if BOD's actually adhere to these laws. Well, they certainly better -- it's the law!!! I know my board does and our assn is very well run. It's amazing what can be accomplished -- and all within the guidelines of the law -- with a little bit of organization.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
John - you said: "Say, as we recently were faced with, should we send a deposit requested by a vendor for work to be performed in 2009? Sure, we agreed, via email. No-brainer."
It's a no-brainer ONLY if there was a previous motion to accept the contract. Under the direction of the president, the tresurer could have cut the check, because it was part of the pre-approved amount passed by the entire board.
Right??
It's a no-brainer ONLY if there was a previous motion to accept the contract. Under the direction of the president, the tresurer could have cut the check, because it was part of the pre-approved amount passed by the entire board.
Right??
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Susan--- RIGHT!! An okay to send a check for a preapproved contract item, in otherwords to pay a bill, that is not meeting fodder. It is running the association business on a day to day basis. Members do not care or would not care to hear about all of this work that it takes to keep the HOA running smoothly.
JohnK3 (Pennsylvania)
Posts: 967
Posts: 967
Posted:
Donna writes:
>>>Members do not care or would not care to hear about all of this work that it takes to keep the HOA running smoothly.<<<
Tell me about it, girl! As I wrote in another thread, our Prez gets complaints from Membership that we put too much information in the Updates.
Anyway, as your HOA runs well, and our HOA runs well, I congratulate both of us on jobs well done, despite the fact we employ different tactics to reach our desirable, common results.
Carry on the good fight.
>>>Members do not care or would not care to hear about all of this work that it takes to keep the HOA running smoothly.<<<
Tell me about it, girl! As I wrote in another thread, our Prez gets complaints from Membership that we put too much information in the Updates.
Anyway, as your HOA runs well, and our HOA runs well, I congratulate both of us on jobs well done, despite the fact we employ different tactics to reach our desirable, common results.
Carry on the good fight.
JohnK3 (Pennsylvania)
Posts: 967
Posts: 967
Posted:
Note to Susan:
In this instance, as in most of our Board decisions, no formal or other motion was made, unless you count the emails:
S/T: "So wanna pay it?"
P & VP: "Sure" & "Fine with me."
In this instance, as in most of our Board decisions, no formal or other motion was made, unless you count the emails:
S/T: "So wanna pay it?"
P & VP: "Sure" & "Fine with me."
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
John,
Are you saying you must get approval from the Pres & V.P. each time you pay a bill? If so, Why?
Are you saying you must get approval from the Pres & V.P. each time you pay a bill? If so, Why?
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
John - was a motion made to accept the entire contract?
And the email was just to confirm that a partial payment was going out?
Please tell me it was so . . . .
And the email was just to confirm that a partial payment was going out?
Please tell me it was so . . . .
KirkW1 (Texas)
Posts: 1,665
Posts: 1,665
Posted:
One thing I would say regarding the BOD walking around to look at the landscaping and the like:
I think you should seriously consider inviting members to actually give you their thoughts on the subject. The thing I have found is that while many people are not emotionally invested in the decorating, some are very invested in the whole thing.
Also, you never know when someone may have a super great idea that would improve the look and cut down on money at the same time.
I think you should seriously consider inviting members to actually give you their thoughts on the subject. The thing I have found is that while many people are not emotionally invested in the decorating, some are very invested in the whole thing.
Also, you never know when someone may have a super great idea that would improve the look and cut down on money at the same time.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
WHY is the entire BOARD walking around looking at the landscape?
Talk about micro-managing!!
This should be done by a committee of (1) Board member and SEVERAL outside members of the association, perhaps with the PM or a contractor. This committee then reports to the Board.
The Board should be doing Board things, IMHO.
Delegate, delegate delegate - or die!! (which is what the original post was all about - a Board that tries to do EVERYTHING, isolating and insulating itself from input from the general community, thus fostering a "them vs. us" mentality)
Talk about micro-managing!!
This should be done by a committee of (1) Board member and SEVERAL outside members of the association, perhaps with the PM or a contractor. This committee then reports to the Board.
The Board should be doing Board things, IMHO.
Delegate, delegate delegate - or die!! (which is what the original post was all about - a Board that tries to do EVERYTHING, isolating and insulating itself from input from the general community, thus fostering a "them vs. us" mentality)
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
Sorry - original post was not initially about this - BUT this is a re-occuring theme on this board.
JohnK3 (Pennsylvania)
Posts: 967
Posts: 967
Posted:
S&M,
I don't need approval to pay most of our bills. We are supposed to have two sigs on any checks over #1K, but that's avoided because I simply email my colleagues with something like "Landscaping. $1,600. Okay for me to sign off?" Our ByLaws allow decisions to be made if the Board, without a "meeting", in writing, agrees.
The deposit in question was less than $1K, but as it was for work 6 months away, I simply asked (email) if that was okay, too. Hence "Sure" and "Fine with me."
No formal contract exists with this vendor, though one could be cobbled together based on conversations and written communications. Though even if there was one, no Motion would have been made to accept the terms. We'd just agree. End of story.
We do use Motioning at the Annual Meeting to impress the crowd, in this case, at our 2008 confab, a solitary non-Board Member who showed up. New to the neighborhood, he wasn't aware of the chronic ennui of the rest of Membership.
As far as having Committees to handle some so-called non-Board stuff? Not here. No interest. The Board does everything, which we mostly handle via email. We delegate to ourselves.
Though you might take exception to our Modus Operandi, it works for us, and apparently Membership, as no complaints have been raised.
I found the following in Bartlett's Familiar Quotations:
"It's not the size of the HOA that matters; it's the magic the Board does with it that counts."
I don't need approval to pay most of our bills. We are supposed to have two sigs on any checks over #1K, but that's avoided because I simply email my colleagues with something like "Landscaping. $1,600. Okay for me to sign off?" Our ByLaws allow decisions to be made if the Board, without a "meeting", in writing, agrees.
The deposit in question was less than $1K, but as it was for work 6 months away, I simply asked (email) if that was okay, too. Hence "Sure" and "Fine with me."
No formal contract exists with this vendor, though one could be cobbled together based on conversations and written communications. Though even if there was one, no Motion would have been made to accept the terms. We'd just agree. End of story.
We do use Motioning at the Annual Meeting to impress the crowd, in this case, at our 2008 confab, a solitary non-Board Member who showed up. New to the neighborhood, he wasn't aware of the chronic ennui of the rest of Membership.
As far as having Committees to handle some so-called non-Board stuff? Not here. No interest. The Board does everything, which we mostly handle via email. We delegate to ourselves.
Though you might take exception to our Modus Operandi, it works for us, and apparently Membership, as no complaints have been raised.
I found the following in Bartlett's Familiar Quotations:
"It's not the size of the HOA that matters; it's the magic the Board does with it that counts."
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
John,
I agree! Whatever works for you. However, I do believe you guys should be a little more careful and employ CYA philosophy. You never know when it could come back to bite you. Start making motions and voting if only for the sake of having your decisions recorded in the minutes as having taken place in the prescribed method.
I agree! Whatever works for you. However, I do believe you guys should be a little more careful and employ CYA philosophy. You never know when it could come back to bite you. Start making motions and voting if only for the sake of having your decisions recorded in the minutes as having taken place in the prescribed method.
JohnK3 (Pennsylvania)
Posts: 967
Posts: 967
Posted:
Mary,
As I wait to see (4PM, EDST)if my CHISOX will avoid being snuffed as their crosstown rivals, the team of 2008 destiny, the beloved (by some, not me) CHICUBS were last night, let me respectfully respond.
Yes, we agree. If it works, don't fix it. And I'll take on board your Cover Your Ass suggestion, though in doing so, the results will remain the same.
Minutes? Let me tell you about Minutes. Our Board met for 90 mins on 25 Sept. I took the Minutes. We covered a bunch of ground. Not including the notations "Board Meeting" and "25 Sept 08", my Minutes are 34 words long.
However, notwithstanding those 34 words, two days later I emailed Membership a 3.5 page, single spaced Update, plus an additional 7 pages of Attachments.
This considerable feat was accomplished because I, and my fellow BODs, via those pesky emails we exchange, already grasped all the issues and only needed to make a final call on an item we hadn't fully sussed to our satisfaction. 16 of the 34 words dealt with a pair of new, yet-to-be considered topics: The first as to what we'd be inclined to give away to the InsCo in exchange for settlement of our Maple Tree claim, the second as to whether we should poll Membership as to the Prez's idea of putting a picnic table beside our Big Pond in part of our virtually unused though attractive, adjoining Common Area.
GO SOX!
As I wait to see (4PM, EDST)if my CHISOX will avoid being snuffed as their crosstown rivals, the team of 2008 destiny, the beloved (by some, not me) CHICUBS were last night, let me respectfully respond.
Yes, we agree. If it works, don't fix it. And I'll take on board your Cover Your Ass suggestion, though in doing so, the results will remain the same.
Minutes? Let me tell you about Minutes. Our Board met for 90 mins on 25 Sept. I took the Minutes. We covered a bunch of ground. Not including the notations "Board Meeting" and "25 Sept 08", my Minutes are 34 words long.
However, notwithstanding those 34 words, two days later I emailed Membership a 3.5 page, single spaced Update, plus an additional 7 pages of Attachments.
This considerable feat was accomplished because I, and my fellow BODs, via those pesky emails we exchange, already grasped all the issues and only needed to make a final call on an item we hadn't fully sussed to our satisfaction. 16 of the 34 words dealt with a pair of new, yet-to-be considered topics: The first as to what we'd be inclined to give away to the InsCo in exchange for settlement of our Maple Tree claim, the second as to whether we should poll Membership as to the Prez's idea of putting a picnic table beside our Big Pond in part of our virtually unused though attractive, adjoining Common Area.
GO SOX!
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
John,
Well it does appear that you're CYA quite nicely with that 3.5 page letter with a 7 page attachment! IMO, it would certainly be hard to any member to say the "the board never tells us anything"!! Keep up the good work, you may find yourself a board member for the next 10-20 years, or so. LOL
Well it does appear that you're CYA quite nicely with that 3.5 page letter with a 7 page attachment! IMO, it would certainly be hard to any member to say the "the board never tells us anything"!! Keep up the good work, you may find yourself a board member for the next 10-20 years, or so. LOL
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