All HOA Business must be done at a noticed Board Meeting

4910  (a) The board shall not take action on any item of business outside of a board meeting.

(b)

 (1) Notwithstanding Section 7211 of the Corporations Code, the board shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in paragraph (2).

(2) Electronic transmissions may be used as a method of conducting an emergency board meeting if all directors, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the board meeting. These written consents may be transmitted electronically.

Board Meeting Definition

4090  “Board meeting” means either of the following:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.

Sacramento Newspaper Guild v. Sacramento County Bd. of Suprs.   The court held that a luncheon gathering which included five county supervisors, the county counsel, a variety of county officers, and representatives of a union to discuss a strike which was under way against the county was a meeting within the meaning of the (Brown) Act.

(b) A teleconference, where a sufficient number of directors to establish a quorum of the board, in different locations, are connected by electronic means,

Email?

through audio or video, or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the association and otherwise complies with the requirements of this act. Except for a meeting that will be held solely in executive session, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend, and at least one director or a person designated by the board shall be present at that location. Participation by directors in a teleconference meeting constitutes presence at that meeting as long as all directors participating are able to hear one another, as well as members of the association speaking on matters before the board.

Davis Stirling.com’s thoughts

Required Notice of Meeting

4920  (a) Except as provided in subdivision

(b), the association shall give notice of the time and place of a board meeting at least four days before the meeting.

(b) (1) If a board meeting is an emergency meeting held pursuant to Section 4923, the association is not required to give notice of the time and place of the meeting.

(2) If a non emergency board meeting is held solely in executive session, the association shall give notice of the time and place of the meeting at least two days prior to the meeting.

(3) If the association’s governing documents require a longer period of notice than is required by this section, the association shall comply with the period stated in its governing documents. For the purposes of this paragraph, a governing document provision does not apply to a notice of an emergency meeting or a meeting held solely in executive session unless it specifically states that it applies to those types of meetings.

(c) Notice of a board meeting shall be given by general delivery pursuant to Section 4045.

(d) Notice of a board meeting shall contain the agenda [4930]  for the meeting.

Can’t discuss anything unless it’s on the Agenda

4930   (a) Except as described in subdivisions (b) to (e), inclusive, the board may not discuss or take action on any item at a nonemergency meeting unless the item was placed on the agenda

Agenda must give enough details so the public understands what is actually going to happen – Carlson v Paradise School District

 www.CFAC.org

included in the notice that was distributed pursuant to subdivision (a) of Section 4920. This subdivision does not prohibit a member or resident who is not a director from speaking on issues not on the agenda.

(b) Notwithstanding subdivision (a), a director, a managing agent or other agent of the board, or a member of the staff of the board, may do any of the following:

(1) Briefly respond to statements made or questions posed by a person speaking at a meeting as described in subdivision (b) of Section 4925.

(2) Ask a question for clarification, make a brief announcement, or make a brief report on the person’s own activities, whether in response to questions posed by a member or based upon the person’s own initiative.

(c) Notwithstanding subdivision (a), the board or a director, subject to rules or procedures of the board, may do any of the following:

(1) Provide a reference to, or provide other resources for factual information to, its managing agent or other agents or staff.

(2) Request its managing agent or other agents or staff to report back to the board at a subsequent meeting concerning any matter, or take action to direct its managing agent or other agents or staff to place a matter of business on a future agenda.

(3) Direct its managing agent or other agents or staff to perform administrative tasks that are necessary to carry out this section.

(d) Notwithstanding subdivision (a), the board may take action on any item of business not appearing on the agenda distributed pursuant to subdivision (a) of Section 4920 under any of the following conditions:

(1) Upon a determination made by a majority of the board present at the meeting that an emergency situation exists. An emergency situation exists if there are circumstances that could not have been reasonably foreseen by the board, that require immediate attention and possible action by the board, and that, of necessity, make it impracticable to provide notice.

(2) Upon a determination made by the board by a vote of two-thirds of the directors present at the meeting, or, if less than two-thirds of total membership of the board is present at the meeting, by a unanimous vote of the directors present, that there is a need to take immediate action and that the need for action came to the attention of the board after the agenda was distributed pursuant to subdivision (a) of Section 4920.

(3) The item appeared on an agenda that was distributed pursuant to subdivision (a) of Section 4920 for a prior meeting of the board that occurred not more than 30 calendar days before the date that action is taken on the item and, at the prior meeting, action on the item was continued to the meeting at which the action is taken.

(e) Before discussing any item pursuant to subdivision (d), the board shall openly identify the item to the members in attendance at the meeting.

HOA’s are just like City Government

LA Times 6.14.2013 Board has duty to know – can’t just turn everything over to Property Manager

For many Californians, the homeowners association functions as a second municipal government, regulating many aspects of their daily lives.

The court in Cohen v. Kite Hill Community Assn. noted the “quasi-governmental” nature of homeowners associations. ” ‘[U]pon analysis of the association’s functions, one clearly sees the association as a quasi-government entity paralleling in almost every case the powers, duties, and responsibilities of a municipal government. As a “mini-government,” the association provides to its members, in almost every case, utility services, road maintenance, street and common area lighting, and refuse removal. In many cases, it also provides security services and various forms of communication within the community.

There is, moreover, a clear analogy to the municipal police and public safety functions.  All of these functions are financed through assessments or taxes levied upon the members of the community, with powers vested in the board of directors … clearly analogous to the governing body of a municipality.’ ”  Chantiles v. Lake Forest

Town Hall History

James Madison – Federalist Papers # 10  constitution.org

Wikipedia

Significance of board meeting agenda

Decision making outside of board meetings

association members can see and hear the board’s discussions on action items, even where the directors do not disagree.

 Visit our Webpage on Minutes

see below for you tub videos on minutes & agenda

Significance of Board Meeting Minutes VIDEO

Incorporated associations are required to keep a record of their proceedings and that record is typically the minutes of board meetings. Yet the law doesn’t specify exactly what minutes should include (or omit). Clear minutes serve many purposes; they can eliminate disputes, provide clarity and greatly reduce expenses if facts stated in the minutes can challenged long after the minutes were adopted.

 

Agenda

“Back in the day”, there was no requirement that a board adopt or post an agenda for meetings. Any item introduced for action could be acted on even if notice had not been given the members. This changed with the Open Meeting Act. It requires an association to post or distribute agendas

Meeting Notice 4920 i

No nothing can be done outside of an Open Meeting VIDEO

Previously, decisions by association boards could be made by email by “unanimous written consent” thus eliminating the need for an in-person board meeting. The concept was, if directors all agree on an action, there is no need to wait for a formal meeting for its implantation. The legislature changed that in the Common Interest Development Open Meeting Act. Except for emergencies, the Act prohibits the use of unanimous written consent (including email) and opts instead for more transparency so that association members can see and hear the board’s discussions on action items, even where the directors do not disagree.

§4930 Agenda or can’t discuss

One hour lecture on Davis Stirling

4 comments on “Biz can only be done at Noticed Board Meetings 4910

  1. In preparation for an upcoming board meeting to review Rules & Regulations that were dated 1998, I asked the other 4 board members to write up their input, so it would be ready for board discussion.

    All members did, and emailed them to me for consolidation, though we did not meet or discuss among us.

    One director though, took exception, and objected that it was outside a board meeting. No action, vote, discussion, meeting occurred among the 4 directors. I just emailed my consolidation to all members as an item to put on the agenda for board meeting discussion.

    What is your opinion?

    Thanks!

    • IMHO and I’m not an attorney, I think that the emails were deliberations.

      Email Meetings Disallowed. Starting January 1, 2012, boards of directors “shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail” except for emergencies. (Civ. Code §4910(b).)

      A “meeting” is defined as:
      A congregation of a majority of the members of the board 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(a).)

      http://www.davis-stirling.com/Main-Index/Email-Meetings#axzz1aIOaEWZc

      4. to weigh in the mind; consider:
      to deliberate a question.
      verb (used without object), deliberated, deliberating.

      5. to think carefully or attentively; reflect:
      She deliberated for a long time before giving her decision.

      6. to consult or confer formally:
      The jury deliberated for three hours.

      http://www.dictionary.com/browse/deliberate

      When you emailed back the thoughts from each member to all members, I think that is discussion.

      to consider or examine by argument, comment, etc.; talk over or write about, especially to explore solutions; debate:
      to discuss the proposed law on taxes. http://www.dictionary.com/browse/discuss?s=t

      What you did sounds like a “wheel hub” meeting.

      In a wheel hub meeting directors are spokes with “A” at the center–the directors never talk to each other; they all talk individually to A. http://www.davis-stirling.com/Main-Index/Chain-Meetings#axzz29tRIl4pz

      My 2c and again I’m not an attorney, would be to ask all members for their input and allow all members to view the consolidation. http://www.davis-stirling.com/Main-Index/Electronic-Board-Meetings

      • “The jury deliberated for three hours” is exactly what we did not do. There was no deliberation at all, as any deliberation, as per my emails to colleagues, was to be conducted only at our future board meeting. So I am still uncertain about your conclusion.
        I want to thank you about your input, and hope to get more answers on that issue. Most recently, our management company emailed us to request what items they need to add to the agenda for discussion. When we sent our input to add agenda items, was that considered a deliberation? I see a parallel logic with me asking for my colleagues’ input, so it can be ready for discussion at the board meeting.
        What do you think?

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