Secret Meetings (Legal or not?)

Started by JamesC • 7 replies • 2370 views

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JamesC (Maryland)
Posts: 282

Posted:

Does anyone know the legalities of Corporate Boards of Directors (most HOA's I believe are incorporated)) holding secret meetings, and discussions via email, and taking "votes" without notification to all members of the board?
Are there any laws prohibiting this, and where might it be found??. (Not in the CC&R's)

Thanks
Jim
Maryland

SusanW1 (Michigan)
Posts: 5,202

Posted:

James - this has been discussed many times before. Do a SEARCH on MEETINGS.

But define the word "meeting"

EverettC (Maryland)
Posts: 90

Posted:

Jim,

This is covered in section 11B-111 of the Maryland Homeowners Association Act (different law applies if you are a condominium association).

Yes, the board is required to give "reasonable notice" to the members of board (and committee) meetings and hold open meetings, except that the board can close meeting discussions peratining to the following:

1. discussion of personnel matters
2. protection of privacy and reputation of individuals in matters not related to HOA business
3. consultation with legal counsel
4. discussion of potential or pending litigation
5 investigative proceedings concerning possible or actual criminal misconduct
6.consideration of terms or conditions of a business transaction in the negotiation stage if disclosure could adversely affect the economic interests of the HOA
7. compliance with a specific constitutional, statutory or judicially imposed requirement
8. discussion of individual homeowner assessment accounts

Everett

TimB4 (Tennessee)
Posts: 21,062

Posted:

James,

There are actions without meetings that can be taken. My Board does do some business via e-mail discussions. This is because the business needs addressed now and not later (an example was the recent snow removal for the area). However, those actions are documented in the minutes of the next scheduled meeting.

Basically, if the issue can wait for a scheduled meeting it should. If the issue needs addressed now, call a special meeting or discuss via e-mail and document that action in the minutes of the next scheduled meeting.

Tim

JamesC (Maryland)
Posts: 282

Posted:

I appreciate the responses, and took the advice to do a search on meetings.
Maybe I should have been more clear on my question. I am asking about the legality to purposely exclude a fellow member of the board, and conduct votes without that member being present. (via email, or secret meeting)
If so, then who decides to exclude any board member to be involved with the proceedings?
I was under the impression "every" member of a board of directors has to be notified, before any type of business can be conducted. (Not talking about homeowners being notified, but fellow members of the board of directors)

Thanks:

EverettC (Maryland)
Posts: 90

Posted:

Jim,

Jim,

You are correct that all board members are to be notified of meetings.

Assuming that your association is incorporated in Maryland, pursuant to Section 2-409 of the Corporations and Associations Article of the Code of Maryland, directors are to be notified of all meetings (no time requirement specified). Check your by-laws to see if they provide the length of time that notice is required and whether the agenda topics must be included with the notice.

If, despite the lack of formal notice, you attend the meeting, you are considered to have waived the notice. Likewise, you can waive the notice by signing a written waiver of notice before or after the meeting. However, it is pretty clear that is not your situation. You need to be careful that the board doesn't ratify those actions at the next board meeting -if they do, you need to voice your objections at that time to avoid a waiver.

As a h/o, you are also entitled to the notice required by the Maryland Homeowners Association Act.

As a practical matter, unless you are willing to file a lawsuit to invalidate the actions taken (or, in Montgomery County, file a complaint with the CCOC), the only thing that you can do is to voice your objection to actions being taken outside of formally noticed meetings and request that your objection be put in the minutes; if they refuse or fail to do that, send a certified or registered letter voicing those objections.

I'll see if I can find some case citations where board actions were invalidated (HOA or other type of corporation) due to lack of notice; if I can find any (and it may take several days before I can do that research), I'll post in a follow-up.

Everett

GlenL (Ohio)
Posts: 5,491

Posted:

James why not ask your fellow Board members why they chose to exclude you? It could be anything from accidental to they were discussing something they think you did or didn’t do but the only sure way to know is to ask.

PS If you are not the one excluded but are simply responding to someone else’s complaint of something that allegedly happened to them, the advice is the same. Don’t whine to others in the community; ask the ones involved.

Studies show that 5 out of 4 people have problems with fractions

MaryA1 (Arizona)
Posts: 7,043

Posted:

James,

Check your bylaws to find out what the exact requirements are to provide notice of board meetings to the board members. If you are not receiving notice, then I'm thinking the members aren't either -- or it have just been an error on the Secretary's part. But, if you are purposely being left out and if the members are also not being notified, then the BOD is violating the bylaws and state law. I would ask why you have not received notice and I would also let the Secretary know that if it was done on purpose then it's a violation of the bylaws -- the same applies for not noticing the members of a board meeting.

With that being said, know that just because you did not receive notice of the meeting does not mean the board cannot take any actions at the meeting. As long as there was a quorum present they are w/i the law regarding conducting business. And as long as the required vote was taken whatever business was conducted would be legal.

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