One of the first things you learn as you enter the world of homeowner’s association management is all items must be discussed at a board meeting and all decisions must be made in a meeting. In my eight years as an HOA Portfolio Manager, I’ve never had a Board who hasn’t met on a regular scheduled date, until recently. I took over an association and they haven’t had a meeting in over a year! That’s just crazy! Let me explain the importance for you.
Open Meetings Are Required
"The board shall not take action on any item of business outside of a board meeting." (Civ. Code §4910(a).) This is straight out of the Davis-Sterling Act. The number of meetings required for an association is usually dictated by the Bylaws of the association. At the least the board is required to review the financial reports of the association on a quarterly basis which overrules any bylaws which might call for fewer meetings.
Definition of a Board Meeting
Board meetings are defined by the Davis-Stirling Act as a gathering of a majority of directors at the same time and place to "hear, discuss, or deliberate upon any item of business that is within the authority of the board." (Civ. Code §4090.)
What is a Business Item?
"Item of business" means any action within the authority of the board, except those actions the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a majority of the directors.
What Are the Exceptions to Holding a Board Meeting?
Not all gatherings of directors are "board meetings." And not all board meetings are required to be an open meeting. Executive Sessions are closed to the membership meeting, however, still a meeting where items are discussed, and decisions are made.
In addition to Executive Session matters, a majority of directors can attend committee meetings, seminars, or social events without violating the Davis-Sterling Open Meeting Act, provided they do not "hear, discuss, or decide upon any item of business that is within the authority of the board.”
What Meetings Are Allowed?
With proper notice, the following meetings are allowed:
- In Person. Directors can meet in person at a physical location.
- Tele-Video Conference. Directors meet via teleconference, whether by telephone or video conference as long as there is a meeting location where members can attend and listen to the proceedings.
- Unanimous Written Consent. Unanimous written consents can no longer be used for actions without a meeting.
- Email. Email meetings are prohibited except for conducting emergency meetings and very strict rules apply.
Better safe than sorry, are words to live by. You’re better off following the rules and holding the required meetings. If you have any questions, ask your manager. They will be able to guide you.