ChristineP1
Posts: 47
Posts: 47
Posted:
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
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BOD meeting to just talk
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JohnB26 (South Carolina)
Posts: 1,569
Posts: 1,569
Posted:
Quote:
Posted By ChristineP1 on 02/08/2010 11:36 AM
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
IMO: Yes, it is termed an'executive session'.
ChristineP1
Posts: 47
Posts: 47
Posted:
No this was not an executive session it was to set up committees and discuss the year going forward.
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Christine,
NO SORRY, This meeting as all meetings are to be member notified and open. Executive Sessions are widely misused by Boards. Your State laws should tell you what the E.S requirements are and just plain old discussion is not one of them. But the question is why did you not notify the membership?
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
If decisions were made then it was a true "meeting" - otherwise it could have been termed a work session or town meeting.
But why would they have a discussion without inviting input from the Membership?
Are you sure the gathering was not decided upon and announced at the regular meeting?
But why would they have a discussion without inviting input from the Membership?
Are you sure the gathering was not decided upon and announced at the regular meeting?
ChristineP1
Posts: 47
Posts: 47
Posted:
It was called by the president perhaps "Work Session" (With the new elected not installed Board of Directors) meeting to update and to appoint directors to committees to be approved at our monthly meeting tonight. I only found out they had met today. What is a "Work Session" meeting of the BOD? It was held in a home and not at our club house.
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
You can say that a rose is a rose, is a rose and that goes for a meeting. Call it what you want but it was a meeting. It should be open to the membership and the fact that it was in a private home is just fodder for a rebellion from the members. Not the right thing to do, Christine.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
Sounds like an organizational meeting of not-yet official board members/officers.
Anything offical will have to be voted on and put into the minutes anyway.
If you have objections to the process, then be sure to let a board member know that you would have like to witness the process of how they decided committee members/heads.
But I think this goes on more than we think.
Anything offical will have to be voted on and put into the minutes anyway.
If you have objections to the process, then be sure to let a board member know that you would have like to witness the process of how they decided committee members/heads.
But I think this goes on more than we think.
ChristineP1
Posts: 47
Posts: 47
Posted:
My feeling exactly and thanks.
ChristineP1
Posts: 47
Posts: 47
Posted:
You are correct this BOD is always getting together at one another homes not officially but BOD business is discussed and agreed on to be presented at the regular meeting. The membership never hears the pros and cons of the vote, only the vote.
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
AND!!! The membership never has any input other than maybe a private moment with a Board member. This is against your State law to be conducting HOA business this way.
CarolF (Florida)
Posts: 435
Posts: 435
Posted:
In Florida these "work sessions" or "town meetings" are a clear violation of FL. 718 for Condo Associations or 720 for Homeowners Associations. If a quorum of the board is meeting to discuss business it must be a noticed meeting. There are a very few specified reasons, like a meeting with an attorney, that permit privacy. Does South Carolina have any Homeowners or Condo laws? Anyone out there from South Carolina who knows???
DanielH1 (California)
Posts: 482
Posts: 482
Posted:
I agree that it is not legal. But I'm not sure what you are going to do about it.
You could ask them to change. That's your best bet. Maybe they change, maybe they don't.
You could throw HOATalk's message board at them. That probably won't work.
You could sue but that'd be a supreme waste of money.
Beyond that, that's always the question. What to do if the Board just continues to ignore the law?
You could ask them to change. That's your best bet. Maybe they change, maybe they don't.
You could throw HOATalk's message board at them. That probably won't work.
You could sue but that'd be a supreme waste of money.
Beyond that, that's always the question. What to do if the Board just continues to ignore the law?
ChristineP1
Posts: 47
Posts: 47
Posted:
Thank you for you input. You are correct I do not have much recourse because this has been going on for about three years even with different presidents. When you ask a question even one on one the answer is "It's done" and we are not going to change it.
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Christine,
I need to get you aware that YOU CAN DO SOMETHING ABOUT IT!.. It's called--ELECT A NEW BOARD. The membership is in control and no one else so unless no one is willing to fix this big scab on your association, there is a fix. Get everyone riled up and don't be afraid because you are the one who is thinking correctly about the big mistake being made at each of these hidden sessions.
DanielH1 (California)
Posts: 482
Posts: 482
Posted:
Oh, so this has been going on for a period of years.
If you could get elected or appointed to the Board (or if you are already on it), some gentle prodding might move the Board onto a more legal/open course. If you convince them that "getting legal" is easier or safer than their current course, they might go for it, even just to quiet you.
Sadly, too many people opt for the "scream and threaten to sue" or "throw it in their face" strategies which almost never work. Then, when that usually fails, they amp it up to the "petition to fire the Board" and "post all over the Internet how HOAs are evil, anti-American and run by Nazis" strategies. At which point, complying with them becomes such a bitter pill to swallow that Boards fight them tooth and nail, even when they know they're wrong, on the vague hope that they can bankrupt or frustrate them into moving away.
If you could get elected or appointed to the Board (or if you are already on it), some gentle prodding might move the Board onto a more legal/open course. If you convince them that "getting legal" is easier or safer than their current course, they might go for it, even just to quiet you.
Sadly, too many people opt for the "scream and threaten to sue" or "throw it in their face" strategies which almost never work. Then, when that usually fails, they amp it up to the "petition to fire the Board" and "post all over the Internet how HOAs are evil, anti-American and run by Nazis" strategies. At which point, complying with them becomes such a bitter pill to swallow that Boards fight them tooth and nail, even when they know they're wrong, on the vague hope that they can bankrupt or frustrate them into moving away.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
How about:
"Hey, Bob, I am concerned about what I see is going on with the board's actions. I understand that you are meeting in various homes and coming to some decisions. Then at the board meeting, these topics are quickly passed through without discussion in front of the Members. We need to see the debate and hear the pros and cons to all issues that come before the board for vote. So tell the others we are upset and hope that these meetings will be announced so that members can attend. If not, we are prepared to take steps to ensure that the rights of the Members are protected."
"Hey, Bob, I am concerned about what I see is going on with the board's actions. I understand that you are meeting in various homes and coming to some decisions. Then at the board meeting, these topics are quickly passed through without discussion in front of the Members. We need to see the debate and hear the pros and cons to all issues that come before the board for vote. So tell the others we are upset and hope that these meetings will be announced so that members can attend. If not, we are prepared to take steps to ensure that the rights of the Members are protected."
JohnB26 (South Carolina)
Posts: 1,569
Posts: 1,569
Posted:
Quote:
Posted By CarolF on 02/08/2010 12:40 PM
In Florida these "work sessions" or "town meetings" are a clear violation of FL. 718 for Condo Associations or 720 for Homeowners Associations. If a quorum of the board is meeting to discuss business it must be a noticed meeting. There are a very few specified reasons, like a meeting with an attorney, that permit privacy. Does South Carolina have any Homeowners or Condo laws? Anyone out there from South Carolina who knows???
In Florida these "work sessions" or "town meetings" are a clear violation of FL. 718 for Condo Associations or 720 for Homeowners Associations. If a quorum of the board is meeting to discuss business it must be a noticed meeting. There are a very few specified reasons, like a meeting with an attorney, that permit privacy. Does South Carolina have any Homeowners or Condo laws? Anyone out there from South Carolina who knows???
There are no specific HOA laws for single familly developements ... there is a 'horizontal property act' governing condos ONLY.
However, SC does have an extremely specific and rigid 'not-for-profit-corp law'.
In SC the BOD may meet in private for purposes of discussion only .... any voting/actual motions must be made at an open meeting.
My particular HOA has a regularly scheduled monthly BOD meeting with the HOs encouraged to attend .... are decisions actually made in the 'closed' meetings ???????????? .... is the 'open' meeting used as legal rubber stamp ???????????????
people are people ......... dictators are dictators .......... a rose is a rose !!!!
GOOD LUCK TO YOU
JohnB26 (South Carolina)
Posts: 1,569
Posts: 1,569
Posted:
Quote:
Posted By DanielH1 on 02/08/2010 2:04 PM
Oh, so this has been going on for a period of years.
If you could get elected or appointed to the Board (or if you are already on it), some gentle prodding might move the Board onto a more legal/open course. If you convince them that "getting legal" is easier or safer than their current course, they might go for it, even just to quiet you.
Sadly, too many people opt for the "scream and threaten to sue" or "throw it in their face" strategies which almost never work. Then, when that usually fails, they amp it up to the "petition to fire the Board" and "post all over the Internet how HOAs are evil, anti-American and run by Nazis" strategies. At which point, complying with them becomes such a bitter pill to swallow that Boards fight them tooth and nail, even when they know they're wrong, on the vague hope that they can bankrupt or frustrate them into moving away.
Oh, so this has been going on for a period of years.
If you could get elected or appointed to the Board (or if you are already on it), some gentle prodding might move the Board onto a more legal/open course. If you convince them that "getting legal" is easier or safer than their current course, they might go for it, even just to quiet you.
Sadly, too many people opt for the "scream and threaten to sue" or "throw it in their face" strategies which almost never work. Then, when that usually fails, they amp it up to the "petition to fire the Board" and "post all over the Internet how HOAs are evil, anti-American and run by Nazis" strategies. At which point, complying with them becomes such a bitter pill to swallow that Boards fight them tooth and nail, even when they know they're wrong, on the vague hope that they can bankrupt or frustrate them into moving away.
prety well defines nazi-ism
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Christine,
If, in fact, this was only an organizational meeting or a workshop, member notification may not have been required. Exactly what do your bylaws say -- members SHALL be notified of ALL meetings of the BOD; members MAY be notified of ALL meetings of the BOD; members SHALL be notified of meetings of the BOD; or members MAY be notified of meetings of the BOD? Each statement has a different meaning. Also I would suggest checking out State HOA law to determine if there is a statute covering board meetings. The BOD may or may NOT have met illegally; it all depends upon the exact wording of your bylaws and what, if anything, the ST HOA laws say.
If, in fact, this was only an organizational meeting or a workshop, member notification may not have been required. Exactly what do your bylaws say -- members SHALL be notified of ALL meetings of the BOD; members MAY be notified of ALL meetings of the BOD; members SHALL be notified of meetings of the BOD; or members MAY be notified of meetings of the BOD? Each statement has a different meaning. Also I would suggest checking out State HOA law to determine if there is a statute covering board meetings. The BOD may or may NOT have met illegally; it all depends upon the exact wording of your bylaws and what, if anything, the ST HOA laws say.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Quote:
Posted By ChristineP1 on 02/08/2010 11:36 AM
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
Christine,
Depending on the issue involved and the time constraint placed on the issue it could have been:
a) An emergency meeting of the Board - something that has happened that requires board approval to address prior to the next regularly scheduled meeting.
b) Actions taken without a meeting - As I understand it, an action taken by a Director or Officer on behalf of the corporation and approval for the action was received before or after it was taken.
Both are legal. Minutes should be taken and available to the membership if it was an emergency meeting and actions taken without a meeting need to be documented in the following scheduled meeting minutes.
Tim
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Susan,
Sounds good but unless the assn's gov docs state board meetings must be open to the members, there are no steps for the members to take. The state laws are of no help either:
1) Sec 33-31-822(a) of the SC Nonprofut Corp. Act says that unless the gov docs provide otherwise, board meetings may be held w/o notice, and
2) The Horizontal Property Act which governs condos only -- Title 27, Section 31 is silent. In fact this "act" is void of much regulation at all!
Sounds good but unless the assn's gov docs state board meetings must be open to the members, there are no steps for the members to take. The state laws are of no help either:
1) Sec 33-31-822(a) of the SC Nonprofut Corp. Act says that unless the gov docs provide otherwise, board meetings may be held w/o notice, and
2) The Horizontal Property Act which governs condos only -- Title 27, Section 31 is silent. In fact this "act" is void of much regulation at all!
ChristineP1
Posts: 47
Posts: 47
Posted:
Our association By Laws:
3.3 Annual Meetings. There shall be an annual meeting of the Members of the Association, to be
held each year, at such date, time and place as fixed by the Board, for the purpose of electing
Directors and for the transaction of other business.
3.4 Special Meetings. Special meetings of the membership may be called at any time by the Board
and must be called by the Secretary upon written request of twenty percent (20%) of the Class
“A” Members, stating the purpose of the meeting. No business may be transacted at such
meeting except that specified in the Notice
4.8 Regular Meetings of the Board. The Board shall have at least six (6) regular meetings during
any fiscal year. All regular meetings of the Board shall be open to the membership; provided,
however, the Board shall have authority to adjourn and reconvene in executive session. The
Board shall establish appropriate rules for direct membership participation in Board meetings.
4.9 Special Meetings. The President or any four (4) Directors may call a special meeting of the
Board by filing with the Secretary a written request for such meeting, stating the purpose and
matters to be considered.
4.10 Action Without Meeting. Action taken without a meeting shall be deemed action of the Board
if all Directors, either before or after the action is taken, execute a written consent thereto and
such consent is filed with the records of the Board, and such action should only occur in
emergencies. Thanks Christine
Our monthly meeting was held last night and no mention or discussiion was made that the board had met prior to this meeting at someone's home.
3.3 Annual Meetings. There shall be an annual meeting of the Members of the Association, to be
held each year, at such date, time and place as fixed by the Board, for the purpose of electing
Directors and for the transaction of other business.
3.4 Special Meetings. Special meetings of the membership may be called at any time by the Board
and must be called by the Secretary upon written request of twenty percent (20%) of the Class
“A” Members, stating the purpose of the meeting. No business may be transacted at such
meeting except that specified in the Notice
4.8 Regular Meetings of the Board. The Board shall have at least six (6) regular meetings during
any fiscal year. All regular meetings of the Board shall be open to the membership; provided,
however, the Board shall have authority to adjourn and reconvene in executive session. The
Board shall establish appropriate rules for direct membership participation in Board meetings.
4.9 Special Meetings. The President or any four (4) Directors may call a special meeting of the
Board by filing with the Secretary a written request for such meeting, stating the purpose and
matters to be considered.
4.10 Action Without Meeting. Action taken without a meeting shall be deemed action of the Board
if all Directors, either before or after the action is taken, execute a written consent thereto and
such consent is filed with the records of the Board, and such action should only occur in
emergencies. Thanks Christine
Our monthly meeting was held last night and no mention or discussiion was made that the board had met prior to this meeting at someone's home.
ChristineP1
Posts: 47
Posts: 47
Posted:
We are not a "NonProfit Corp" we are a "Not for Profit Corporation". Are we still under the Non Profit Code of Laws?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Christine,
So there you have it; board meetings must be open to the members meaning notification is required.
Now regarding the meeting that took place b/4 the regular board meeting. If this was an emergency meeting and your bylaws do not state that any action taken in an emergency meeting must be reported at the next regularly scheduled board meeting then the BOD has done nothing wrong. The key to this issue is knowing exactly what type of meeting was held earlier. Perhaps there was not a quorum of the board so it wasn't an official meeting. Perhaps it was a workshop meeting. There are many scenarios that could have taken place. Why not ask a board member what is going on instead of speculating?
So there you have it; board meetings must be open to the members meaning notification is required.
Now regarding the meeting that took place b/4 the regular board meeting. If this was an emergency meeting and your bylaws do not state that any action taken in an emergency meeting must be reported at the next regularly scheduled board meeting then the BOD has done nothing wrong. The key to this issue is knowing exactly what type of meeting was held earlier. Perhaps there was not a quorum of the board so it wasn't an official meeting. Perhaps it was a workshop meeting. There are many scenarios that could have taken place. Why not ask a board member what is going on instead of speculating?
ChristineP1
Posts: 47
Posts: 47
Posted:
Where the rules are not stated we are to follow "Robert's Rules:
10.5 Meeting Procedures. All meetings of the membership shall be conducted in accordance with
Robert’s Rules of Order as revised, except, where there may be a conflict, these Bylaws shall
prevail.
10.5 Meeting Procedures. All meetings of the membership shall be conducted in accordance with
Robert’s Rules of Order as revised, except, where there may be a conflict, these Bylaws shall
prevail.
MichaelT6 (California)
Posts: 46
Posts: 46
Posted:
Quote:
Posted By ChristineP1 on 02/08/2010 11:36 AM
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
They could have met as homeowners, not as board members. Is it illegal?
The meeting could have been informal. The bylaws set rules for formal/official meetings, and for actions taken without a meeting, not for meetings without actions.
The board members are allowed to communicate with each other outside the meetings. In our HOA there is even online forum for board members only, where they discuss anything they want. I don't see any problem here.
The bylaws require an annual meeting, require certain number of regular meetings, and set rules allowing members (and the board - when they must vote or take actions) to call for a special meeting . There are absolutely no restrictions for the board members to communicate with each other, 1:1 or in a group - as long as they don't vote or take actions.
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
In Florida, the statue states: "A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business."
The law does not preclude informal gatherings/work sessions as long as the Board does not "conduct association business." I define "conducting association business" as making executive decisions on behalf of the association. In our work sessions, we do not conduct association business. Work sessions include physically reviewing properties and common elements, compiling research, reading governing docs for better understanding, attending HOA-related classes and seminars, etc. Final research findings and other pertinent information discussed during "work sessions" are discussed at the fully-noticed, monthly Board meetings with full participation of Residents then a decision is made by Board vote. Everything is recorded in the minutes.
I run very tight and ethical Board but there is nothing to preclude future Boards (without me involved) to abuse that power, which is why I am working to change the governing docs to include oversight and accountability of Board members among other things to improve the community.
The law does not preclude informal gatherings/work sessions as long as the Board does not "conduct association business." I define "conducting association business" as making executive decisions on behalf of the association. In our work sessions, we do not conduct association business. Work sessions include physically reviewing properties and common elements, compiling research, reading governing docs for better understanding, attending HOA-related classes and seminars, etc. Final research findings and other pertinent information discussed during "work sessions" are discussed at the fully-noticed, monthly Board meetings with full participation of Residents then a decision is made by Board vote. Everything is recorded in the minutes.
I run very tight and ethical Board but there is nothing to preclude future Boards (without me involved) to abuse that power, which is why I am working to change the governing docs to include oversight and accountability of Board members among other things to improve the community.
RichardP13 (California)
Posts: 1,767
Posts: 1,767
Posted:
Quote:
Posted By MichaelT6 on 02/09/2010 11:45 AM
Posted By ChristineP1 on 02/08/2010 11:36 AM
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
Our BOD held a meeting to discuss topics without notification to members. Our by laws state members are to be notified. They said they held a discussion meeting without action. Is that legal?
They could have met as homeowners, not as board members. Is it illegal?
The meeting could have been informal. The bylaws set rules for formal/official meetings, and for actions taken without a meeting, not for meetings without actions.
The board members are allowed to communicate with each other outside the meetings. In our HOA there is even online forum for board members only, where they discuss anything they want. I don't see any problem here.
The bylaws require an annual meeting, require certain number of regular meetings, and set rules allowing members (and the board - when they must vote or take actions) to call for a special meeting . There are absolutely no restrictions for the board members to communicate with each other, 1:1 or in a group - as long as they don't vote or take actions.
Michael,
In California, HOA's are regulated by the Davis-Stirling Act, which went into effect in 1985 and trumps whatever it says in your Byllaws.
RobertR1 (South Carolina)
Posts: 5,164
Posts: 5,164
Posted:
To all,
In SC for twenty eight years our condo conducted closed BOD meweting. Let me just cut to the chase and if you would disregard any special meeting, or ES, or emergency meeting or organizational meeting of the Board at the annual meeting meeting if new member are elected to the BOAD. This is all just BOD meetings at a condo in SC.
Several members did not want closed meetings, in SC closed meetings are not requireed. Our documents did not address this, the boards said forever this was a Board decision.
Some folks did their homework legally called a special meeting to amend the documents to require open Board Meetings. The assoc. lawyer was estactic, he has advocated open meetings for BOD condos for years. We did the deed, the meeting are now open and the improvement is tremendous throughout.
In SXC check weuith your lawyer, you may find outg he also supports open meetings. Ou umbrella HOA 2400 units has always had open meetings. Don't spin your wheerls on trying to pick the actions of thed board apart. Go to an open meedting and get your concerns on the table, ask the board..........why! Might even find out some good stuff.
In SC for twenty eight years our condo conducted closed BOD meweting. Let me just cut to the chase and if you would disregard any special meeting, or ES, or emergency meeting or organizational meeting of the Board at the annual meeting meeting if new member are elected to the BOAD. This is all just BOD meetings at a condo in SC.
Several members did not want closed meetings, in SC closed meetings are not requireed. Our documents did not address this, the boards said forever this was a Board decision.
Some folks did their homework legally called a special meeting to amend the documents to require open Board Meetings. The assoc. lawyer was estactic, he has advocated open meetings for BOD condos for years. We did the deed, the meeting are now open and the improvement is tremendous throughout.
In SXC check weuith your lawyer, you may find outg he also supports open meetings. Ou umbrella HOA 2400 units has always had open meetings. Don't spin your wheerls on trying to pick the actions of thed board apart. Go to an open meedting and get your concerns on the table, ask the board..........why! Might even find out some good stuff.
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Michael,
Have you thoroughly read the open meeting statute in Davis Stirling. In AZ, our open meeting law prohibits a quorum of the board from meeting even if they do NOT vote or take action. The reason is because all meetings of the board are to be open to members and any time a quorum of the board gets together, legally it is a meeting. This is not specifically spelled out in the statute however it has been stated in several attorneys general opinions.
Have you thoroughly read the open meeting statute in Davis Stirling. In AZ, our open meeting law prohibits a quorum of the board from meeting even if they do NOT vote or take action. The reason is because all meetings of the board are to be open to members and any time a quorum of the board gets together, legally it is a meeting. This is not specifically spelled out in the statute however it has been stated in several attorneys general opinions.
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
It is specifically spelled out in the Davis-Stirling statute that quorum of Boards cannot meet unless notifying the members and listing the agenda items. I think it was 1033 and 1033.102, I could be wrong on the numbers.
And I personally think that law (anywhere it is used) is so inept because there are several valid reasons for the Board to work together and not conduct association business. For example, where I live in Orange County, Florida we have a county organization called Neighborhood Services to promote building community, grant programs and offer monthly workshops to teach HOA BOD how to do different things as an HOA. These monthly workshops topics happens once a year. So when I want all BOD to attend a workshop to promote teamwork and to learn that once-a-year topic we will have a quorum. Can you image opening that up to the members and let's say 10% show up (33 in my HOA) to the classroom and they didn't register or cannot go in the classroom where we'll be. Obviously we are not conducting business for the association. We are trying to better ourselves in order to serve the community better. Now, in this particular example, it would be great that all members would attend those classes but not as a Board meeting.
Government does not tell businesses how to run their businesses (yet), certainly entities do have guidelines to follow in order to operate as that entity in that state and to get appropriate IRS tax benefits based on entity election chosen. But government is definitely telling HOAs and similar associations how to run their businesses down to a micro-manage level, that's wrong. Treat them like other businesses with specific guidelines without impeding the functionality of the business.
And I personally think that law (anywhere it is used) is so inept because there are several valid reasons for the Board to work together and not conduct association business. For example, where I live in Orange County, Florida we have a county organization called Neighborhood Services to promote building community, grant programs and offer monthly workshops to teach HOA BOD how to do different things as an HOA. These monthly workshops topics happens once a year. So when I want all BOD to attend a workshop to promote teamwork and to learn that once-a-year topic we will have a quorum. Can you image opening that up to the members and let's say 10% show up (33 in my HOA) to the classroom and they didn't register or cannot go in the classroom where we'll be. Obviously we are not conducting business for the association. We are trying to better ourselves in order to serve the community better. Now, in this particular example, it would be great that all members would attend those classes but not as a Board meeting.
Government does not tell businesses how to run their businesses (yet), certainly entities do have guidelines to follow in order to operate as that entity in that state and to get appropriate IRS tax benefits based on entity election chosen. But government is definitely telling HOAs and similar associations how to run their businesses down to a micro-manage level, that's wrong. Treat them like other businesses with specific guidelines without impeding the functionality of the business.
RobertR1 (South Carolina)
Posts: 5,164
Posts: 5,164
Posted:
DavidC24,
Can the OP or anyone else reading this thread conclude that it is not proper under the law to hold quorum meetings of any BOD of a Homeowners Association? Of course the difficulty here on this site is to try and provide information that will help the reader. This is a typical example of how blurred the lines are between legal and what is done all the time.
Our final answer would have to be: what the laws spells out...........as close as we can explain. We do offer a general disclaimer for all posts on here and clearly state we do not give legal advice. However, it would not be proper to convey to the reader; here's the law, it probably forbid these type Board Meetings, but I don't think anyone will notice or everyone ignores these requirements, so go ahead and do it.
Certainly we can use our experiences to comment all we want, but we can not expect everyone to be walking in our shoes all the time.
I am having a fit with my laptop and have lost my spell check for this site using windows mail. I know you haven't noticed since I am such a wonder speller. My laptop is Vista and I feel no need to justify that I hate it. My PC is XP, is the new SEVEN worth putting on a lap top 6 years old? No laws need to be referenced.
Can the OP or anyone else reading this thread conclude that it is not proper under the law to hold quorum meetings of any BOD of a Homeowners Association? Of course the difficulty here on this site is to try and provide information that will help the reader. This is a typical example of how blurred the lines are between legal and what is done all the time.
Our final answer would have to be: what the laws spells out...........as close as we can explain. We do offer a general disclaimer for all posts on here and clearly state we do not give legal advice. However, it would not be proper to convey to the reader; here's the law, it probably forbid these type Board Meetings, but I don't think anyone will notice or everyone ignores these requirements, so go ahead and do it.
Certainly we can use our experiences to comment all we want, but we can not expect everyone to be walking in our shoes all the time.
I am having a fit with my laptop and have lost my spell check for this site using windows mail. I know you haven't noticed since I am such a wonder speller. My laptop is Vista and I feel no need to justify that I hate it. My PC is XP, is the new SEVEN worth putting on a lap top 6 years old? No laws need to be referenced.
MicheleD (Kentucky)
Posts: 4,491
Posts: 4,491
Posted:
Quote:
Posted By RobertR1 on 05/02/2010 6:32 PM
is the new SEVEN worth putting on a lap top 6 years old? No laws need to be referenced.
is the new SEVEN worth putting on a lap top 6 years old? No laws need to be referenced.
It depends. It may not even be possible.
Here is a link you can use to have your computer evaluated for Windows 7 installation.
Windows 7 Upgrade Advisor
I used it for my new notebook (which came with a CRANK OS called Windows 7 STARTER, which is Microsoft for "You Can't Do Sh** With Me" so you HAVE to buy the Windows 7 upgrade. MY fault for not realizing that Microsoft would pull such a rank bait-and-switch maneuver!)
If the link doesn't work, copy and paste this into your browser:
http://www.microsoft.com/windows/windows-7/get/upgrade-advisor.aspx
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
Windows 7 rocks and I put it on my 5 year old laptop, it just met minimum specs with memory upgrade and I have it on two other PCs. I will update the other ones at home later.
Anyway, to answer you question:
Anybody has the right to read, interpret and act on the law and CCRs as they see fit and deal with the consequences thereof. If you have no clue how to read legal jargon, then seek the appropriate, competent professional for legal advice. Even if you were competent in reading legal jargon, it is still best to seek a competent professional for legal advice. If you decide to take actions based on your interpretation, then stick to the letter of the law and CCRs as closely as possible and err on the side of caution. Whatever interpretation you act upon (legal advice or your own), have a written SOP and adhere to it consistently and document it. In the court of law over a breach of covenants because of vague language, often the court will rule in favor of the HOA with clearly written standard operating procedures and documented repetitive enforcement of those rules as long as it was not breaking the law.
Anyway, to answer you question:
Anybody has the right to read, interpret and act on the law and CCRs as they see fit and deal with the consequences thereof. If you have no clue how to read legal jargon, then seek the appropriate, competent professional for legal advice. Even if you were competent in reading legal jargon, it is still best to seek a competent professional for legal advice. If you decide to take actions based on your interpretation, then stick to the letter of the law and CCRs as closely as possible and err on the side of caution. Whatever interpretation you act upon (legal advice or your own), have a written SOP and adhere to it consistently and document it. In the court of law over a breach of covenants because of vague language, often the court will rule in favor of the HOA with clearly written standard operating procedures and documented repetitive enforcement of those rules as long as it was not breaking the law.
AlexL1 (Florida)
Posts: 305
Posts: 305
Posted:
All the interesting talk about this and that when it comes to meetings but STILL can not determine if the Board can just get together to talk in general and more often than not, about things that would not want the general public to hear.. do we still have to have a meeting (scheduled) so the Board can talk by itself and then open it up to any members that come(2-3 usually) and when they come, what do we talk about with them? or just listen to what they have to talk about... which would have NOTHING to do with what the Board got together to "jab session" about....
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
Alex, far as I know there is no Florida court case ruling against the Board meeting as long as they do not conduct busineess of the association. My by-laws has similar language. In my case only, based on my understanding of Florida law and my by-laws, I allow our Board to meet for "work sessions" without making exective decisions for the association. We reserve those decisions and reasons thereof for the official, monthly Board meeting which are fully noticed by FL law (our by-laws do not have this requirement) with full participation of the members. Our meeting procedures start with approving the previous meeting minutes then we open the floor to members before we conduct the current agenda. We are as transparent as possible with all our inofrmation, if anything was hidden it never is with willfull intent.
I am NOT advocating this for any other HOA, that is outside my lane. I am not an attorney and I do not dispense leagal advice. It is my opinion only.
Your Board will have to consider their interpretation of the FL law and your HOA by-laws and make a decision how to proceed in this regard. If you will, please post the exact language in your by-laws concerning Board meetings.
I am NOT advocating this for any other HOA, that is outside my lane. I am not an attorney and I do not dispense leagal advice. It is my opinion only.
Your Board will have to consider their interpretation of the FL law and your HOA by-laws and make a decision how to proceed in this regard. If you will, please post the exact language in your by-laws concerning Board meetings.
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
David,
I think you may be somewhat confused regarding the requirements of the open meeting law. If a quorum of the BOD attends a Co. workshop on HOAs that is NOT considered a BOD meeting of the assn. A meeting occurs when a quorum of the BOD meets TO DISCUSS ASSN BUSINESS. In AZ it doesn't matter if a vote or any action is taken.
I think you may be somewhat confused regarding the requirements of the open meeting law. If a quorum of the BOD attends a Co. workshop on HOAs that is NOT considered a BOD meeting of the assn. A meeting occurs when a quorum of the BOD meets TO DISCUSS ASSN BUSINESS. In AZ it doesn't matter if a vote or any action is taken.
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
David,
I don't know the exact wording of the FL statutes and don't know why type cmmunity you're in so I won't comment on what is right or wrong. However, if you were in AZ you would be in violation of the AZ open meeting law if your board met for a "work session" and did not properly notice the meeting. The AZ open meeting law states that ALL meetings of the assn and BOD must be open to all members and properly noticed. A meeting of the BOD is defined as a gathering of a quorum of the board to discuss assn business whether a vote or action is taken or not. I advise you to check out state law to make certain you are, in fact, in compliance.
I don't know the exact wording of the FL statutes and don't know why type cmmunity you're in so I won't comment on what is right or wrong. However, if you were in AZ you would be in violation of the AZ open meeting law if your board met for a "work session" and did not properly notice the meeting. The AZ open meeting law states that ALL meetings of the assn and BOD must be open to all members and properly noticed. A meeting of the BOD is defined as a gathering of a quorum of the board to discuss assn business whether a vote or action is taken or not. I advise you to check out state law to make certain you are, in fact, in compliance.
RobertR1 (South Carolina)
Posts: 5,164
Posts: 5,164
Posted:
Mary,
Now we all know that e-mails are used by the Board members to dicuss association business. Give us your read on the what would violate the quorum rule for , let's say 5 member board?
Can two members talk about business, and e-mail two others members and then the last member. Can in be as long as there is not a quorum discussing the topic it is ok to sort of round robin the issue. I have read that a vote by e-mail would not be proper, and we know a quorum can't particpate, etc, etc.
You see the question?
Now we all know that e-mails are used by the Board members to dicuss association business. Give us your read on the what would violate the quorum rule for , let's say 5 member board?
Can two members talk about business, and e-mail two others members and then the last member. Can in be as long as there is not a quorum discussing the topic it is ok to sort of round robin the issue. I have read that a vote by e-mail would not be proper, and we know a quorum can't particpate, etc, etc.
You see the question?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Robert,
The public body open meeting law is the same as the HOA law. Several years ago the AG wrote an opinion about email communications. The opinion contains quite a few hypotheticals dealing with the use of email. Following are a few:
1) Email discussions between less than a quorum that are forwarded to a quorum by a board member or at the direction of a board member would be a violation of the OML.
2) Email to all the board members reminding them of an upcoming event is not a violation of the OML.
3) Email to a quorum of the board and there are no further emails among the board members is not a violation of the OML.
4) A board member emails the manager and all board members to request a specific item be placed on the agenda of the next meeting is not a violation of the OML.
5) Board member A emails Board member B and proceeds to inform him of a discussion with two other board members would be a violation of the OML.
6) Board Pres emails all board members is not a violation of the OML. However if a board member replies to the Pres and copies enough other board members to make up a quorum then a violation of the OML occurs.
Bottom line is that a board cannot use email to circumvent the requirements of the open meeting law.
The public body open meeting law is the same as the HOA law. Several years ago the AG wrote an opinion about email communications. The opinion contains quite a few hypotheticals dealing with the use of email. Following are a few:
1) Email discussions between less than a quorum that are forwarded to a quorum by a board member or at the direction of a board member would be a violation of the OML.
2) Email to all the board members reminding them of an upcoming event is not a violation of the OML.
3) Email to a quorum of the board and there are no further emails among the board members is not a violation of the OML.
4) A board member emails the manager and all board members to request a specific item be placed on the agenda of the next meeting is not a violation of the OML.
5) Board member A emails Board member B and proceeds to inform him of a discussion with two other board members would be a violation of the OML.
6) Board Pres emails all board members is not a violation of the OML. However if a board member replies to the Pres and copies enough other board members to make up a quorum then a violation of the OML occurs.
Bottom line is that a board cannot use email to circumvent the requirements of the open meeting law.
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
To my knowledge, Florida does not have an open meeting law. So I don't think I'm confused about meetings in Florida unless there is an open meeting law here. Anyway, I am quoting some law to point out a few things in my opinion.
***
"FS 720.303
(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
Statutes & Constitution :View Statutes : Online Sunshine Page 5 of 49
residential property owned by a member of the community."
***
The problem could arise from the vague meaning of "conduct association business" in the FL court of law. The interpretation of that phrase, when a quorum of the Board is present, could be as broad as doing and discussing anything in regards to association which inlcude classes, having luch together and discussing issue and research, and so on. Or it could be when the Board is making making executive decisons on behalf of the association which is voting on items and recording. I choose the latter interpretation until a court ruling tells me otherwise.
When looking through the David-Sterling act of California,
***
"1363.05:
(j) As used in this section, "meeting" includes any congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business scheduled to be heard by the Board, except those matters that may be discussed in executive session."
***
Unless the California court ruled differently, "to hear, discuss, or deliberate upon any item of business" seems more restrictive than Florida law because it appears to me that anytime the quorum of the Board gets together to hear, discuss or deilberate any item of business of the association, the Board have to give notice to the members and allow them to attend the meeting. Does the quorum of the Board get together and not hear, discuss or deliberate upon an itme of business? Not likely. Going to an HOA class together can be construed as discussing association business.
Then there the phrase, "scheduled to be he heard by the Board." Does the quorum of the Board randomly meet? Not likely.
The problem with any of these laws, is that phrases are too vague and the court can rule in any direction they want to. Once a court ruling is made, it takes precedent in future court case until it overturned. I have courts make very different rulings on the same, exact phrase of the law.
***
"FS 720.303
(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
Statutes & Constitution :View Statutes : Online Sunshine Page 5 of 49
residential property owned by a member of the community."
***
The problem could arise from the vague meaning of "conduct association business" in the FL court of law. The interpretation of that phrase, when a quorum of the Board is present, could be as broad as doing and discussing anything in regards to association which inlcude classes, having luch together and discussing issue and research, and so on. Or it could be when the Board is making making executive decisons on behalf of the association which is voting on items and recording. I choose the latter interpretation until a court ruling tells me otherwise.
When looking through the David-Sterling act of California,
***
"1363.05:
(j) As used in this section, "meeting" includes any congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business scheduled to be heard by the Board, except those matters that may be discussed in executive session."
***
Unless the California court ruled differently, "to hear, discuss, or deliberate upon any item of business" seems more restrictive than Florida law because it appears to me that anytime the quorum of the Board gets together to hear, discuss or deilberate any item of business of the association, the Board have to give notice to the members and allow them to attend the meeting. Does the quorum of the Board get together and not hear, discuss or deliberate upon an itme of business? Not likely. Going to an HOA class together can be construed as discussing association business.
Then there the phrase, "scheduled to be he heard by the Board." Does the quorum of the Board randomly meet? Not likely.
The problem with any of these laws, is that phrases are too vague and the court can rule in any direction they want to. Once a court ruling is made, it takes precedent in future court case until it overturned. I have courts make very different rulings on the same, exact phrase of the law.
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
One problem writing lengthy posts is even when it you proofread it, you still miss something. I wish I could edit my own post to clean up my writing.
I cleaned up the last two sentences of my previous post:
"Once a court ruling is made, it often takes precedent in future court cases until it is overturned. I have seen courts make very different rulings on the same, exact phrase(s) of the law."
I cleaned up the last two sentences of my previous post:
"Once a court ruling is made, it often takes precedent in future court cases until it is overturned. I have seen courts make very different rulings on the same, exact phrase(s) of the law."
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
Mary, based on your post on AZ law, I think I'll stay in FL HOAs. It's a mess here but I don't think it is as restrictive as in California or Arizona. If the HOA is incorporated as a business, then the government should not be telling the HOA how to run your business. That is like the government telling doctors how to give treatment to their patients, or telling programmers how to write code, or telling people how to put their clothes on. The laws should be there to regulate business behavior to protect the public not govern the business internal processes.
BTW, I live in a single family residential house homeowners' association. So we primarily fall under Florida statutes FS617 and FS720.
BTW, I live in a single family residential house homeowners' association. So we primarily fall under Florida statutes FS617 and FS720.
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
David,
Just as you say there "should be laws to regulate business behavior to protect the public", the HOA open meeting law is designed to protect the individual members of the HOA. Although an HOA is a corp it's not the same as a public corp -- it's a private corp with members. And those members should have certain rights. One biggie is the right to attend all meetings of the assn and, in AZ, that is extended even further to the right to speak at the meeting and before an issue is voted on by the board. The open meeting law promotes transparency of board actions, which I hope you will agree is a good thing.
Just as you say there "should be laws to regulate business behavior to protect the public", the HOA open meeting law is designed to protect the individual members of the HOA. Although an HOA is a corp it's not the same as a public corp -- it's a private corp with members. And those members should have certain rights. One biggie is the right to attend all meetings of the assn and, in AZ, that is extended even further to the right to speak at the meeting and before an issue is voted on by the board. The open meeting law promotes transparency of board actions, which I hope you will agree is a good thing.
DavidC24 (Florida)
Posts: 31
Posts: 31
Posted:
Yes, I do agree with transparancy and promote that strongly with our group.
ScottB3 (California)
Posts: 3
Posts: 3
Posted:
We sometimes have working sessions, but no decisions are made there. Typically they are to learn more about something and perhaps discuss/debate among the board members. Then later, usually in an open board meeting ... we will discuss or propose specific actions to take. The meetings help us get educated and resolve some major difference prior to actually doing anything. Taking action is always in an open meeting, usually the monthly board meeting.
RobertR1 (South Carolina)
Posts: 5,164
Posts: 5,164
Posted:
Scott and all,
Here's the problem. We are responding to individuals that decide to put up something on the Board. We just can't tell everyone to go ahead and do what you want to do and endorse some kind of sliding scale because we know it is done all over the place. Whoever wants to hold illegal meetings......go to it, as I said it is done every day. And it comes back to bite you, your explanation for doing it, most of the time is: I didn't know I couldn't do it, no one ever told me. That's a fact. If you are convinced you had no choice.....good luck on that one also. The President is very important in keeping the Board out of trouble, it's part of his job, and being part of his job and the good ones can live within this restriction. Just prepare better for the Board meeting. Things work best when someone makes a good clear cut motion, the get a second and discussion follows. Hash it out, put it to bed or put it to vote
Here's the problem. We are responding to individuals that decide to put up something on the Board. We just can't tell everyone to go ahead and do what you want to do and endorse some kind of sliding scale because we know it is done all over the place. Whoever wants to hold illegal meetings......go to it, as I said it is done every day. And it comes back to bite you, your explanation for doing it, most of the time is: I didn't know I couldn't do it, no one ever told me. That's a fact. If you are convinced you had no choice.....good luck on that one also. The President is very important in keeping the Board out of trouble, it's part of his job, and being part of his job and the good ones can live within this restriction. Just prepare better for the Board meeting. Things work best when someone makes a good clear cut motion, the get a second and discussion follows. Hash it out, put it to bed or put it to vote
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