Reader Questions - Posted Agendas

Hi Kelly,

We were recently told that unless you post for all to see that there will be an “Executive Session” at a board meeting, then you can’t have one. (We do, of course, post the items to be taken up in the open session). If it must be posted, how much information do you include, since I thought it’s supposed to be confidential (delinquencies, etc.).

Thanks for your column, it’s really helpful!

E.G., Lomita

Good morning Kelly,

What is the procedure, the agenda was not posted on time. That’s one issue, and another is, we have the HOA president’s wife constantly addressing the complete board via email on issues. I can hear it from the management about her issues, I just don’t want to hear it from her directly, or even have her with my email address.

Sincerely,

F.C., Riverside

Dear E.G. and F.C.,

The requirement of posted agendas is found at Civil Code 4920. That section requires that agendas be announced to the association at least 4 days prior to board meetings, unless the association governing documents require a longer time (4920(b)(3)). If the meeting is solely to be in executive session, only two days’ notice is required, per Civil Code 4920(b)(2).

The agenda can be announced by several methods, including posting in the locations where written association policy states general notifications are posted, per Civil Code 4045.

If a matter is not announced on the agenda with sufficient specificity for homeowners to understand what the subject will be, it cannot be discussed by the board of directors. Avoid general (and evasive) agendas.

There are three exceptions, when the board may discuss matters not on the agenda:

1. If a matter is truly an emergency, meaning “there are circumstances which could not have reasonably been foreseen,” (Civil Code 4923) the board can meet with little or no notice. Be conservative in declaring emergencies, because not all “emergencies” qualify under this statute. After emergency decisions, make sure the decision is fully disclosed, including the emergency aspects of the subject, at the next open board meeting. It may also be a good idea to have a motion to ratify the emergency decision.
2. If a matter arises after the agenda’s publication, and requires immediate action, the board may by a 2/3 vote of all directors (or unanimous vote if less than 2/3 of the board is present) act on such a matter, under Civil Code 4930(c)(2).
3. If, no more than 30 days before the meeting, an item was on a previous agenda but was continued to the next board meeting, 4 day agenda notice is not required, under Civil Code 4930(c)(3).

Announced executive session agendas can be more general. There is no need, for example, to identify the specific homeowner scheduled for a disciplinary hearing – the announced closed session agenda can simply note “disciplinary hearings,” or “assessment foreclosures,” or “discussion of litigation issues”.

F.C., as to the president’s wife repeatedly engaging the board with e-mails, the board may not discuss HOA business in emails, so the board should not be responding – that is why you have a manager.

Best regards,
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®.