Executive Meetings

If a vote is taken at an executive meeting of the board that really should be done at a regular meeting, does it have to be unanimous to pass since it is not an open meeting. Is there a way to disallow the vote to occur? Do not know what Davis Stirling means:

Board Action Without a Meeting

Unanimous Written Consent. As provided for in Corp. Code §7211(b), any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board individually or collectively consent in writing to that action. The written consent must be filed with the board's minutes.

A unanimous written consent does not violate the Open Meeting Act since the action does not qualify as a "meeting" as defined by the Act, i.e., 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.

BettyO In Florida all meetings are to be open to all the HOA members. But we all know the board does discuss items among themselves either by phone or by email.In my CC&Rs the majority of the board has the voting power over all normal business items to an extent not to exceed 10% of the total budget. This can cover many items. However in an vote to ammend our bylaws it would take an agreement of 2/3 of the total members. Also for special assessments it also requires a 2/3 vote of the membership. This vote can be made by proxie at a meeting called for this purpose. It takes a quorum of 50% plus 1 to obtain a quorum at these meetings. However our bylaws say our assessments can only be increased by 5% each year if needed. Luckly we've not had an increase in three years. Any increase above this is a special assessment and requires a 2/3 vote to agree to the increase. This may be more than you were looking for in answering your question but it may help you. JerrellC Florida

Betty,

Based on the Open Meeting Act, Section 1363.05, there are only certain specific items that can be discussed in Executive Session.

(b) Any member of the association may attend meetings of the board of directors of the association, except when the board adjourns to executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member's request, regarding the member's payment of assessments, as specified in Section 1367 or 1367.1. The board of directors of the association shall meet in executive session, if requested by a member who may be subject to a fine, penalty, or other form of discipline, and the member shall be entitled to attend the executive session.

Those items that are legally discussed in Executive Session should then voted upon in Open Session. Currently, our Board, under the approving eye of the PM, conducts most of the Association's business behind closed doors, including , but not limited to, appointing new Board Members.

Action without a Meeting, which is not discussed in Davis-Stirling, but is allowed under Corporation Code 7211(b) should only be done in an extreme emergency and knowing you have full support of all the Board. It also must be mentioned in the minutes of the next meeting, which I think is seldom done. It should be no problem to call a meeting, place a notice to the members and have the meeting as short as it might be. That's the proper way to do things.