Reader Questions - Member Petitions, E-mails

Dear Kelly,

Our By-Laws limit the board from spending over $3000 without 2/3’s owner approval. We tried to increase that a couple years ago, but the amendment failed to get the 2/3. Is there some provision in the Civil Code or the Corp Code that over-rides our limit? Must we re-vote for a change?

Is there a limit to the subjects of a homeowners’ special meeting? We petitioned our Board for a special meeting on the following:

Information on all assessments: recent, present, and future; and landscaping needs.

We were denied our special meeting; we were told that we do not have the right to vote on sending out ballots or placing assessments before the homeowners. Instead of holding a special meeting for homeowners, the chairman called a “Town Hall Meeting”, with a lawyer present.

I believe we were unlawfully denied OUR special meeting.

Can you comment on this? I can’t find any provisions in the Civil Code or Corporations Code that fit the situations.

B.G., San Clemente

Dear B.G.,

Board spending limitations in the bylaws, such as your HOA has, are not helpful. They handcuff the board from doing what they were elected to do – prudently spend HOA money as necessary. Your HOA might petition the court under Corporations Code 7515 for relief from the 2/3 vote requirement to allow the members to amend the section to make it more reasonable.

As to the petition for a meeting, it was very general. I have edited it for space reasons, and only quote the essence in this column, but it mainly asked for a discussion. Your board did the right thing by doing just that, holding a “town hall” meeting to discuss the many subjects. Your board was listening – good!

Petitions for membership meetings should be specific. It is difficult for the HOA attorney, manager and board to know what to do with a very broad petition.

Hoping this helps,
Kelly

E-mails

Kelly,

I have heard that a Board is not to conduct ANY business outside of a meeting (via phone conversations, email, text etc.) unless it’s something very serious and an emergency meeting is called for, is that correct?

I am always getting email from the board members on stuff that to me should be discussed at a meeting. Does this also apply to the Management? If you could explain this, I would totally appreciate it.

Thank you,

B.M., Murrieta

Dear B.M.,

The Open Meeting Act prohibits discussion of HOA business by a quorum of the directors outside meetings, and specifically bans discussions of HOA business by e-mail (per Civil Code 12363.05(j)(2)(A); in 2014 found at 4910(b)). A board can make emergency decisions by e-mail if the board has agreed in advance and in writing to handle emergencies in that manner. Of course, such decisions should be disclosed in the next open board meeting. Decisions erroneously made outside of meetings should be promptly disclosed and ratified at the next open meeting.

A manager or director can relay information to the other directors by e-mail, but the directors must wait until the next meeting to discuss it. Similarly, a manager or attorney may e-mail their recommendation to the board, but the board should wait until a meeting to discuss the advice.

Thanks,
Kelly

Written by Kelly G. Richardson

Kelly G. Richardson Esq., CCAL, is a Fellow of the College of Community Association Lawyers and a Partner of Richardson | Ober | DeNichilo LLP, a California law firm known for community association advice. Submit questions to [email protected]. Past columns at www.hoahomefront.com. All rights reserved®.