GraceH (Virginia)
Posts: 224
Posts: 224
Posted:
Is a quorum needed for executive session to be held?
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Quorum for executive session
Started by GraceH • 14 replies • 2117 views
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DonaldM3 (South Carolina)
Posts: 132
Posts: 132
Posted:
Yes. You need to be having a meeting to go into executive session; if there is no quorum there can be no meeting.
GraceH (Virginia)
Posts: 224
Posts: 224
Posted:
With a board of 7 that has 1 vacant seat so it is 6 members that will appoint the 7th.
What will constitute a quorum?
What will constitute a quorum?
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
Any guidelines in your bylaws?
If not, then it's 4 out of the 6.
If not, then it's 4 out of the 6.
JeanneK3 (Maryland)
Posts: 562
Posts: 562
Posted:
In Maryland Current HOA law states that a board meeting may be closed by a 2/3 vote of the board members present. This allowed boards to close the meeting for almost anything. However, going through the legislature now are two bill which would eliminate this from Maryland HOA and Condo law. They have already passed the House and the Senate. They are: HB 552 and SB 172 for HOA law and SB 171 and HB 553 for condo law. Here's a link to one of them:
http://mlis.state.md.us/2009rs/billfile/HB0552.htm
These laws also allow for closing a meeting to discuss deliquencies as well as state that a meeting may be closed to discuss legal issues only when an attorney is present.
In my view, this is a great step forward for transparency and openness in association governance.
http://mlis.state.md.us/2009rs/billfile/HB0552.htm
These laws also allow for closing a meeting to discuss deliquencies as well as state that a meeting may be closed to discuss legal issues only when an attorney is present.
In my view, this is a great step forward for transparency and openness in association governance.
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Grace,
Whether there are 6 or 7 on the board, the quorum would be 4. An executive session IS a meeting, whether it's held before or after a regular open board meeting or held on its own. Minutes should be taken but normally no actions are taken. To appoint a member to the board generally is not cause for an executive session.
Whether there are 6 or 7 on the board, the quorum would be 4. An executive session IS a meeting, whether it's held before or after a regular open board meeting or held on its own. Minutes should be taken but normally no actions are taken. To appoint a member to the board generally is not cause for an executive session.
GraceH (Virginia)
Posts: 224
Posts: 224
Posted:
Thank you all for your responses.
Mary,
May I ask what do you mean by "no actions are taken"?
Mary,
May I ask what do you mean by "no actions are taken"?
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
An "action" by the board is a decision, passed by a motion. That must be done in open session.
GraceH (Virginia)
Posts: 224
Posts: 224
Posted:
Please excuse my ignorance here. If I am understanding all of this correctly - A meeting can not be called to order if a quorum is not met, An executive session is a meeting which would need to be called to order. Therefore no vote or appointment can take place because the meeting did not take place.?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Grace,
Yes, if there is no quorum, legally speaking, the meeting cannot take place, whether it be an open or closed (executive) meeting. However, in AZ, the nonprofit corp statutes do allow a board to ". . .fill a vacancy by the affirmative vote of a majority of all the directors remaining in office." So, if your board has enough vacancies to make it impossible to achieve a quorum you can meet to appoint more directors. Check with VA HOA and nonprofit corp statutes.
"No action taken", means the board cannot vote or otherwise take an action on any topic discussed. An executive session should NOT be used for the purpose of appointing a director(s) to the board. An executive session is only used for the purpose of discussing confidential information; appointing a person to the BOD does not qualify as confidential.
FYI is the applicable section of the VA Property Owners Association Act -- 55-510.1
C. The board of directors or any subcommittee or other committee thereof may convene in executive session to consider personnel matters; consult with legal counsel; discuss and consider contracts, pending or probable litigation and matters involving violations of the declaration or rules and regulations adopted pursuant thereto for which a member, his family members, tenants, guests or other invitees are responsible; or discuss and consider the personal liability of members to the association, upon the affirmative vote in an open meeting to assemble in executive session. The motion shall state specifically the purpose for the executive session. Reference to the motion and the stated purpose for the executive session shall be included in the minutes. The board of directors shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion. No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the board of directors or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting. The requirements of this section shall not require the disclosure of information in violation of law.
Yes, if there is no quorum, legally speaking, the meeting cannot take place, whether it be an open or closed (executive) meeting. However, in AZ, the nonprofit corp statutes do allow a board to ". . .fill a vacancy by the affirmative vote of a majority of all the directors remaining in office." So, if your board has enough vacancies to make it impossible to achieve a quorum you can meet to appoint more directors. Check with VA HOA and nonprofit corp statutes.
"No action taken", means the board cannot vote or otherwise take an action on any topic discussed. An executive session should NOT be used for the purpose of appointing a director(s) to the board. An executive session is only used for the purpose of discussing confidential information; appointing a person to the BOD does not qualify as confidential.
FYI is the applicable section of the VA Property Owners Association Act -- 55-510.1
C. The board of directors or any subcommittee or other committee thereof may convene in executive session to consider personnel matters; consult with legal counsel; discuss and consider contracts, pending or probable litigation and matters involving violations of the declaration or rules and regulations adopted pursuant thereto for which a member, his family members, tenants, guests or other invitees are responsible; or discuss and consider the personal liability of members to the association, upon the affirmative vote in an open meeting to assemble in executive session. The motion shall state specifically the purpose for the executive session. Reference to the motion and the stated purpose for the executive session shall be included in the minutes. The board of directors shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion. No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the board of directors or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting. The requirements of this section shall not require the disclosure of information in violation of law.
GraceH (Virginia)
Posts: 224
Posts: 224
Posted:
Mary and everyone else that has contributed,
I can not thank you enough!
I can not thank you enough!
GraceH (Virginia)
Posts: 224
Posts: 224
Posted:
Wait, wait, wait !
Now if I am reading this correctly,
"No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the board of directors or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting. The requirements of this section shall not require the disclosure of information in violation of law."
If the PM contract was voted on in executive session would it be valid?!?
Now if I am reading this correctly,
"No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the board of directors or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting. The requirements of this section shall not require the disclosure of information in violation of law."
If the PM contract was voted on in executive session would it be valid?!?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
I would think not until it is voted on in an open session "if" you want to be IAW state law, that is!
Sounds like the BOD had better start reading the state laws, huh?? And, what about the PM, shouldn't she also be up on state law?
Sounds like the BOD had better start reading the state laws, huh?? And, what about the PM, shouldn't she also be up on state law?
GraceH (Virginia)
Posts: 224
Posts: 224
Posted:
Mary,
I don't think you realize just how much you may have helped my Association! I don't think I fully understand how much either. But you have given me hope that we may have found just what we needed.
We have been trying to enlighten the Board, however to no avail.
Not to seem ignorant here, what does IAW stand for?
I don't think you realize just how much you may have helped my Association! I don't think I fully understand how much either. But you have given me hope that we may have found just what we needed.
We have been trying to enlighten the Board, however to no avail.
Not to seem ignorant here, what does IAW stand for?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Grace,
Glad to be of help. :-)
IAW = in accordance with
Glad to be of help. :-)
IAW = in accordance with
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