Reader Questions – The Open Meeting Act

Kelly, how much notice is required regarding place and time for monthly board meetings?

Thanks, C.B., Redondo Beach

 

Dear C.B.:

Under Civil Code 4920(a), four days’ notice must be provided before board meetings, unless the meeting is solely in closed executive session (in which case 2 days’ notice is required by Civil 4920(b)(2)). If the meeting qualifies as an emergency board meeting under Civil 4923, no advance notice need be announced.

Sincerely, Kelly

Dear Mr. Richardson:

Our HOA has a rule that only homeowners listed on the title can attend a board meeting as meetings are not open to the public. My husband and I recently married, and he is not listed as an owner since it is only in my name. He would like to attend the meetings. Can they legally keep him from attending?

M.W., Irvine

Mr. Richardson:

When we have an HOA meeting it is always announced that “If anyone here is not an owner, please leave the room” Since these are ‘open meetings’ I was wondering if this is in accordance with Davis-Stirling.

H.D., Cathedral City

 

Dear M.W. and H.D.:

The Open Meeting Act only gives association members the right to attend open meetings of the association board. Civil 4925 states “Any member may attend board meetings…” So, tenants, family members of owners or owner representatives do not have the right to attend. The SB Liberty v. Isla Verde case, decided in 2013, involved owners who transferred their unit to their limited liability company and then sought to have their attorney attend board meetings on that company’s behalf. The court confirmed that the law only gives the right of attendance to members.

Some associations do not have bylaws or rules which state who can attend board meetings. To avoid possible confusion and embarrassing situations, associations should have a written meeting policy confirming whether non-members may attend.

Thanks, Kelly.

Kelly, would you please write about open meetings? A member of our board of directors has been writing to all board members about one issue or another asking them to call that director about it before the next meeting. This seems to be a way around emails chains.

J.N., Coronado

 

Dear J.N.:

Civil 4090 defines a board “meeting” as any time a quorum of directors discusses anything within the board’s authority. So, a chat, phone call, group text, or video conference involving a board quorum is a “board meeting.” With the growing (if not predominant) use of email, Civil 4910 anticipates electronic communication by specifically banning electronic transmissions as a method of making decisions. So, a group text, or a group email involving a quorum of the board regarding HOA business would violate the section.

Technically, could a director on a five-member board make calls or send separate emails to each of the other directors to advocate their view? Yes, because it is not specifically prohibited. However, conducting secret discussions will at some point be discovered, damaging the membership’s trust in the board. Furthermore, do directors want always be “on duty,” or would it be better to hold discussions until board meetings?

The Open Meeting Act doesn’t only protect the membership, it also protects the board from being “on duty” 24 hours 7 days a week.

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®.