Reader Questions - Whose Meeting Is it; I Wasn’t Invited

c c & rs governing documents h o a homefront reader questions Jan 23, 2017

Mr. Richardson,

In the spirit of shedding light on HOA governance would you please write about the difference between regular open board meetings and the annual homeowners association meeting. I am specifically interested in your view on how the agendas are different and what business can be accomplished at the HOA annual meeting.

Thank you,

J.E., Palm Springs

Dear J.E.,

Member meetings are governed by Civil Code 5000 and member elections (the most common reason for membership meetings) are governed by Civil Code 5100-5145. At member meetings, the Chair (usually the President) presides, but all motions are from the members. At such a meeting, the directors are also voting, but they vote as members just as everyone else. Discussions, motions and votes are among the members, and there is also required to be an open forum session provided (per both Civil 5100(b) and Civil 4925(b)). Election or recall of directors, votes under Civil 4600 approving grants of exclusive use rights, and governing document amendments or assessment changes requiring member votes, all require 30 days written advance notice, along with a written ballot. Other matters to be handled at the membership meeting can be handled on shorter notice per the bylaws or by the minimum 10 days written/mailed notice required by Corporations Code 7511(a). The association should be cautious about handling any motions on matters not disclosed in the meeting notice, to avoid challenges as to whether the action was properly before the membership.

Board meetings are defined by Civil 4090, and governed by Civil 4900-4955, known as the “Open Meeting Act.” Civil 4925(b) provides for open forum at any open board meeting, and that is the only time provided for members to speak. At board meetings, the board is the group who discusses the business on the agenda, and motions and votes are among the board.

Hoping this is helpful,
Kelly

Dear Mr. Richardson,

I am a director of our association. At the last board meeting, which I was unable to attend, the manager with agreement of the other directors conducted a conference call board meeting. Before the conference call the manager posted notices as is usually done stating the meeting was to be held at the offices of the property managers (which was unusual since previous meetings were held at our community clubhouse).

The minutes stated the board met at said address on said date, with all other directors present. Since there was no such meeting conducted, are actions supposedly conducted and approved valid for the association?

C.C., Tustin

Dear C.C.,

Civil Code 4090(b) allows directors to participate telephonically in meetings. Notice of such meetings must identify a physical location at which homeowners may attend, and at least one director must be present at the location. Those at the location must be able to hear the persons on the telephone, and the persons on the telephone must be able to hear those in the physical location.

Using a cell phone on “speaker” mode does not serve the community well. If a board wishes to permit directors telephonically participating in board meetings, consider purchasing a speakerphone device.

If the meeting was held elsewhere than announced in the agenda four days ahead, that could negate the validity of decisions made.

Thanks for your question,
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®.