Open Board Meetings

Our board meetings are open to any homeowner. It's the law. We post the 4 day notice and the agenda. Our board meetings are working meetings. We let the homeowners speak at the end of the meeting, not during our meeting. We have never had a problem with disruptions. I think if you set the rules for the homeowners, no one will hijack your board meetings.

Tom:

I own 3 properties in gated communities in Newport Beach, California. Absolutely, it is best to have open meetings. There is nothing wrong with that. For the most part the meetings are conducted in a very
respectful manner. There is a new law in California (also in other states) that the board agenda needs to be posted four days prior to the HOA meeting. If it is not posted in a conspicuous location, the management company has to
mail the agenda.

It is very important that the members be aware of the meetings. The more members that attend, the better off is the community. If a member takes a strong stand on an issue, the board has to address it. That is the appropriate thing to do. The meeting should remain civilized and respectful at all times. The board has a fiduciary duty in serving the community at large. The board members should be people that have adequate time, patience and objectivity.

I agree open meetings are more democratic.

Happy New Year,

Gordon

Thomas,

THe thinking of your board is no different than that of many HOA boards. However, the fact that you live in a state with laws regarding HOA open meetings, it behooves them to follow that law whether they like it or not. AZ also has an HOA open meeting law. THe meetings MUST be noticed so the members are aware of them and can attend if they choose. In AZ the member also has the right to speak b/4 an issued is voted on by the board. Legislators in states with open meeting laws feel an HOA member has a right to attend all meetings of the assn since they have a vested interest in the governance of the HOA. Note: it is a "right", not a "privilege". Board members should realize that one day they may be "just a member" -- when the shoe is put on the other foot it feels much different!

I was unaware of the law that says board meetings must be posted 4 days in advance. The board meetings here are advertised via email, a form of communication that I am beginning to think is fraught with problems. (Especially since some of the owners don't even have email.) So it seems like if the meetings are not open we are straight out breaking the law. And not posting a notice is also against the law.

Some of the comments contain suggestions about those who are not board members having a chance to speak at the end, etc. This suggests that even if the meetings are open it does not mean the meetings have to be without rules. So thanks for the comments. -Tom

Thomas,

You're absolutely right. Emailings and website postings cannot be depended upon to deliver a message to all members because members are not required to have email/internet access.

Your BOD might consider including a monthly meeting schedule with dates, times, and a phone number for additional information in its first newsletter of the year, if it publishes a newsletter.

If not, a one-time special mailing that lists meeting dates and times appears might be considered. OTOH, if your state requires that meeting agendas be sent to all members before each meeting, then the date, time, and location of the meeting can be included on the agenda, thus saving a special one-time mailing.

Thomas,

In reading the CA statute (contained in the Davis-Sterling Act), it's clear to me the intent is to make certain that ALL members of the assn recieve the notice for a meeting, as evidenced by the suggested ways to post the notice. If the board is only using email,- -- or not posting a notice at all, they are definitely in violation of the law. The problem with all of this is that there is not a state agency that I'm aware of that will take action against a board that violates their gov. docs or state law. Herein lies the problem as some boards know this and will purposely operate outside the law knowing most members will not spend the $$$ to take them to court. Hopefully your board is not like that and they will change their modus operandi immediately!

I sure am hoping there really is a word "fraught" but it sure sounds good -Tom

And our CCR's do require that notices be sent out by mail. I think some members think is only because the CCR's are a bit out of date... but mailing out the notices does seem less fraught with problems.

Thomas,

Your CCRs may be out of date; however, that doesn't give the BOD the freedom to change them at will!

Joseph,

I agree and I wonder what do board members have to hide? If they do everything above board they should welcome participation.

I was sympathetic to the board member who did not like open meetings, and do not think it was because the board "had something to hide." It seemed like association members who were not on the board could come to a meeting, say whatever they wanted, and then basically pronounce "now you (the board) need to implement this." They get to come and talk, but don't really feel they have to take any of the responsibility. You can see why board members would resent this, they are expected not to take this approach. After reading the comments here I feel the problem was not with the meetings being open, which is required by law, but that the meetings were poorly organized and needed a better structure. -Tom

Transparency can sometimes lead to headaches, but it is an absolute when it comes to good governance.

Board meetings should be open to all members (you still have the executive, or closed session for specific issues)

Owners should be given a chance to address the board - I beleive that the Open Forum should take place before the start of the Board meeeting, others think after. I like before because than people can go home after their issue is addressed. 15 minutes is usually enough, but the Prez should be given the flexibility to expand or contract the time based on the number of owners wanting to bring issues to the board. The board meeting has not been officially called to order so no decisions need to be taken, nor can any owner put any "motion" forward for consideration. It's informational in nature. Most state laws that mandate that board meetings be open do not require the board to allow the owners to address the board, but to simply observe.

Once the board starts the formal meeting, owners are not allowed to comment (although they still do). The business meeting should be conducted as such. Owners can observe, but comments from the "Peanut Gallery" will be ignored.

For the CA people, I "borrowed this from www.davis-stirling.com : (I hope they don't mind)

OPEN FORUM

Only members have a right to observe the conduct of the board's business. Members do not have a right to participate in the board's meetings.

Open Forum. Boards must allow members to speak during the open forum portion of their meetings. Members do not have the right to attend or speak at executive sessions of the board. Civil Code §1363.05(i)

Time Allocation. Boards usually set aside time at the beginning or end of their meetings for the open forum. Members are typically given 3 or 5 minutes to speak, depending on the number of persons who wish to address the board. No response from the board is required but boards should address member concerns at an appropriate time.

Number of Topics. There is no limit on the number of topics owners may address during Open Forum. The Open Meeting Act allows the board to establish reasonable time limits, but there is no limit on the number of topics. Civil Code §1363.05(h)

Advanced Notice. Boards cannot create unreasonable rules that would stifle homeowners' right to address the board on agenda topics.

Disruptive Behavior. The right to address the board does not give members the right to shout or make obscene or threatening remarks. Members who engage in such behavior may be ejected from the meeting. Directors should NOT attempt to physically remove a member who refuses to leave. Instead, the police may be called to escort the person out of the meeting or, in lieu of calling the police, the meeting may be adjourned to another location without the disruptive person. In addition, the disruptive person may be fined for their behavior if there are rules against such conduct (see sample agenda).

Joe

I ran across this when looking for some SC State info on Legislation. I know it is not legislation but I am familiar with the author (a respected lawyer)involved in drafting some new legislation concerning all HOA's and Condos.

Goes to open meetings: Comments please.
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Open Meeting Law

The issue of whether South Carolina HOAs (with respect to Board Meetings) are subject to the “open meeting law” is an often-asked question. Following is an opinion on the issue, along with advice provided by one of our Chapter's prominent HOA attorneys:

South Carolina does not have a statute which addresses Homeowner Associations of single family lots. There is a statute which addresses condominiums known as the Horizontal! Property Regime Act References are made in this Act to the to the contents of the Bylaws as to the administration of condo regimes but they are broad and genera! statements without much detail The subject of “open meetings” is not addressed.

There is a statute which involves most (but not all) HOAs and Condo Regimes. Sections 33-31-820 to 33-31-825 of the SC Code deals with meetings of a Board of Directors of a non profit corporation. Most HOAs and Condo Regimes are non profit corporations. These Code sections do not deal with the issue of “open meetings”. So, the bottom line is that there is no statutory requirement for “open meetings by Boards.”

Nevertheless, in my view, Boards of Directors of HOAs and Condo Regimes should conduct meetings that are open to observation by the members. Note the term “observation” because Board meeting are “meetings of the Board” and they should not be interrupted or interfered with by members.

Points of advice that I regularly give to Boards that they should adopt by common practice at least by Board resolution and probably such matters should be put in their Bylaws.

Each Board can adopt their own “in house” Rules. This would be, for example, such things as (1) the chairman only votes if there is a tie, (2) the chairman does not make or Second Motions, (3) all Motions must be Seconded, (4) the minutes must reflect the vote (e.g. 5 - 0, or 3 - I - I, or 3-2, etc.), (5) Board members can not speak on any issue longer than 5 minutes, etc., etc.

1. The Secretary (acting through the manager) should publish and distribute an agenda for regular meetings at least three days in advance of the meeting.

2. This agenda should be posted on a Bulletin Board of the Association and a web site or otherwise be made public to the members three days in advance of the regular meetings.

3. In addition to the agenda, if there are any documents to be reviewed (e.g. letters or contracts) at the meeting, these documents should be provided to the Board members (only Board members) with the agenda.

4. Meetings of the Board should be held in a public place where members feel comfortable attending. They should be in a school room or cafeteria, a restaurant meeting room, a hotel meeting room, the Club House, etc. but not in a private residence.

5. The first 15-30 minutes of the meeting (after the determination of a quorum) of the Board meeting should be a “Member Comment Period” where any member can make statements and/or deliver documents to the Board in any subject matter relevant to the Association. I would limit presentations to 3 minutes per person and that one person can only appear one time per meeting. This forces members to outline their thoughts and prevents “rambling”.

6. No alcoholic beverages should be allowed at a Board meeting and Board members who have been involved with such activities prior to a meeting should be asked not to participate.

7. After the Member Comment period, members can not thereafter participate in Board meetings.

8. If the Board has certain extraordinary subjects to discuss, they should go into Executive Session meaning that the meeting should be cleared of all persons except the Board members and invited guests whose presence is relevant to the issues to be discussed. The reasons forgoing into Executive Session are (a) contract negotiations, (b) potential or pending lawsuits, and(c) personnel matters.

The Board does not vote during Executive Session.

The procedure (to be put in the regular meeting minutes) is that a Board member makes a Motion for the Board to go into Executive Session and states the reason (e.g., to discuss a personnel issue). That Motion is Seconded and voted on. The minutes reflect that the room was cleared except for Board members and the Manager and (the invited guest).

No minutes are kept of the Executive Session because no votes are taken.

The next thing in the minutes (after the vote is taken to go into Executive Session) is that the President calls the meeting to order again after the conclusion of the Executive Session and the President entertains any Motion that anyone might want to make.

9. When the minutes are subsequently adopted and amended, they are typed in final form and signed by the person designated in the Bylaws to keep the minutes (usually the secretary) and the date of adoption is noted thereon.

10. Then, the adopted and signed Board meeting minutes are posted on the Association Bulletin Board and the Web site. Some Boards mail a copy to all members.

Robert:

Joe (JosephW) explained very nice. I have a great feeling that Thomas is going to help his community with all the great information he received from the forum.

Gordon