When is a meeting a meeting?

State law says "Unless otherwise provided in the articles or bylaws of the association, for meetings of the board of directors that are held after the termination of declarant control of the association, notice to members of meetings of the board of directors shall be given at least forty-eight hours in advance of the meeting by newsletter, conspicuous posting or any other reasonable means as determined by the board of directors." and the HOA bylaws state "Notice of meetings of the Board shall be given to the Members of the Association within such time and in such a manner as is required by law."

In neither regulation does the concept of a workshop for a Board mentioned.

A notice has been given to the Members for many weeks before as "Board of Directors Workshop Tuesday, May xxth, 2009 xx:00 P.M. Workshop for the Board of Directors to discuss association budgeting and current contracts. No formal board action occurs during workshops."

My question, could the time that is advertised as the workshop be used for board business? Has sufficient notice been given?

So Mary you are stating that even though the notice that was given was for a workshop with no action being taken (the notice's words) then it constitutes regular meeting notice where action would be taken? Thus homeowners who think nothing is going to be done who would not come because it is a workshop would then not know an action is going to be done without their presence, correct?

Robert,

I suppose that could happen based upon the fact that there is no state law requiring the board to only discuss or take action on the stated agenda items. In fact there is no requirement to provide an agenda. Of course, I would like to think that wouldn't happen, but, of course, we know anything can happen!

Regarding Susan's statement: "The particular notice that was distributed must be followed (no decisions made, it is not a formal meeting) because it has been "noticed" that way. Otherwise, a board member who missed it because he/she thought it was just a workshop, and they end up discussing/deciding something not in the workship definition, could ask that any business done at the meeting be declared null and void."

IAW AZ state law there is nothing to uphold Susan's opinion. Anytime a quorum of the board meets it "is" a formal meeting whether decisions are made or not. As I stated above there are no requirements regarding what must be discussed. Because a workshop meeting was noticed, no business can be conducted so that isn't a problem. However, if the board chose to discuss something other than what was stated on the notice, any board member not attending would NOT have a valid reason for declaring anything about the meeting "null and void". As long as there is a quorum present, it's a meeting! And as long as it was noticed, it's a legal meeting -- there's nothing valid to object to. At least not IAW state law. If your bylaws address agendas it might be a different story.

Mary, Please understand I am not concerned about board members. I am concerned about Homeowners. If we believe that homeowners not only have the legal right to make their opinion known when any decision is made but they also might have some valuable input, then wouldn't it be a bad idea to switch from a workshop notice and then take up some item without any notice to the homeowners?

Robert,

I understand where you're coming from and I agree with your concerns. But what you have to keep in mind is that there is no requirement to even provide an agenda in the notice. And, I know, that most likely will never be a requirement because of the difficulty some assn's have in providing the notice. Not all assn's have a clubhouse where notices can be posted. Many assn's have to rely on announcing meetings in their newsletter -- my newsletter comes out quarterly, so it's impossible to include an agenda. All I can say is that I would hope the board would not veer from the agenda they posted, but there is no state law which says they cannot. And, this has nothing to do with what type of board meeting is being noticed.

Robert,

Perhaps this supposed issue that has come up require some serious study and input so the board can intelligently discuss and perhaps vote on it at the regular board meeting. If that is the case, then having a workshop sounds like a good idea. If the workshop meeting gives the members the opportunity to comment on the issue (the same requirement would apply -- authority to comment), that's even better. The board members will have a better idea of what the h/o's think before the regular meeting. The fact that the board is holding this workshop meeting to discuss this issue should make the h/o's feel a little less apprehensive.

I have an admendment to the open meeting law which I believe will be presented in bill form next year. It was a bill last year but died in the rules committee (long story!). We had a stakeholders meeting to iron out some of the differences and the requirement to include an agenda in the notice was one of the topics discussed. After much disscussion regarding the pros and cons it was decided not to include this in the bill. There were two main reasons for coming to this conclusion:

1) It would not be uncommon for an issue to come up during the meeting that action could be taken on. It could be an emergency situation that may have come up the day b/4 the meeting. It could be an issue brought up by a board member resulting from discussion on another agenda item. Oftentimes a members will attend the meeting asking that a specific issue be resolved which the board might feel they can take care of at this meeting.
2) As I mentioned in my last msg, many assn's do not have facilities where a notice can be posted. Some assn's use their newsletter (which may not be monthly) and many use a local newspaper.

So, instead of requiring that the agenda be posted with the notice the requirement is that an agenda be available to each member at the meeting. But there is no requirement that the board can only vote on the agenda items listed. This is what all the stakeholders agreed to. I don't know if you're familiar with the legislative process, but anytime you can get all the stakeholders to agree to something that's really a feather in your cap and usually an indication that the bill will go through w/o any problems.

I don't think I explained this well enough. The workshop was scheduled months ago to talk about what goes on in board meetings, absolutely nothing to do with this new issue. The new issue has to do with fountain maintenance. The idea is to just use some of the workshop time to convene a regular meeting and vote approval instead of waiting 7 more days. It is not an emergency.

Robert,

Sorry I misunderstood. Let's see if I understand now.

The board has scheduled this workshop meeting but you feel they may turn it into a regular board meeting to discuss and perhaps vote on the fountain maint. issue. Do you think they are planning on doing this because they don't want many members to attend? Surely this wouldn't be the only agenda item for the regularly scheduled meeting, because if it was I could see the reasoning behind it but I would have insisted on noticing both meetings if I was a board member.

If I've got it right, then I consider this to be a very underhanded tactic and something that happens when the board wants to skirt the law or the law is not explicit enough. I don't know that a judge would consider it a violation of the OML if the board noticed a workshop meeting and then turned it into a regular meeting. IMO, it's a fine point and the decision could go either way.

Mary, you now have the idea. To be fair to the members of the board, I don't think they are trying to be sneaky, though previous boards would have been. I think they just see this as an opportunity to get approval for something that needs to be done sooner than later. Most of the board members don't even understand open meeting laws in the first place. If I thought it was being done as a way to avoid visibility then I would be much more concerned. The one thing that does concern me is if any of the homeowners would have some suggestions that might be valuable (they have in the past on this subject) they probably won't be there.

The bottom line is that I just don't like the look of doing this. It might be a reasonable thing to do this time, but what about next time. Does this just enhance homeowners' perception that things go one without visibility.

Just to follow up. The workshop was held. The topic of the fountain maintenance casually came up and the President wanted to just have a vote. I raised some issues such as 1) maybe the meeting notice was not valid, 2) The perception of doing this would be that it might look as a sneaky way to get something done, 3) It is a bad precedence 4) If it is a meeting one of the board members will be removed due to lack of attendance.

The President felt that by removing the wording that no action would be taken was sufficient to have given proper notice even though the title still stated it was a workshop, not a regular meeting. Based upon comments here, I didn't even challenge that issue.

Once the others heard the rest of the issues, several stated that waiting one more week is no big deal. I do think several felt doing something outside the normal flow was not their intent.

Bottom line, nothing happened.