Reader Questions – Why Can’t We Attend Board Meetings?

By Kelly G. Richardson, Esq. CCAL

Mr. Richardson: Meeting outside the regularly scheduled board meeting, the directors are meeting to review and accept the treasurer’s developed budget. Can association members attend as observers only? What is the law on meeting outside noticed open board meetings?? L.B., Martinez.

Dear L.B.: The Open Meeting Act (Civil Code Sections 4900-4955) requires all open board meetings be announced at least 4 days in advance with a posted agenda. A “board meeting” per Civil Code Section 4090 is any time a quorum of the board is, in person or otherwise, discussing anything within the board’s authority. So, if the board is meeting to discuss the budget, that is a “board meeting” per Section 4090 and it should be announced 4 days ahead. Members must be permitted to attend all open board meetings, so yes, you should be able to observe board budget discussions. Thanks for your question, Kelly.

Dear Mr. Richardson: From March 2020 until several months ago our Board meetings were held via zoom.  Now they are in person - which the Board says is required under state law - in a poorly ventilated, often crowded room, no masks required or requested.  This is causing concern to some homeowners who are concerned about the current extremely contagious covid variant which can infect even the fully vaccinated and boosted. Is possible to get some special dispensation from the state to permit - or require - meetings by zoom? M.F., Coronado.

Dear M.F.: Purely virtual meetings are not allowed except in the event a declared emergency prevents the meeting. However, why not add a virtual component to the in-person meetings? Anyone who is unable to attend physically can still attend virtually, which improves communication and participation. I am increasingly supportive of “hybrid” meetings. Since the cost of setting up hybrid meetings is usually minor (subscription to a virtual meeting platform service and purchasing a conference call microphone), most HOAs can and should benefit. Thanks, Kelly 

Dear Kelly: When the meeting notice was posted for the upcoming board meeting, I asked the management company where the physical location would be. I was told it would be at the management office, which is more than 25 miles away. That seems like an excessive requirement. Is there anything in the Civil Code that requires the physical location to be at the site of the complex or at least somewhere closer than 25+ miles?

Thank you. E.B., San Diego

Dear E.B.: Nothing in the Davis-Stirling Act addresses the location of board meetings, but Corporations Code Section 7211(a)(5) says that board meetings may be held as stated in the notice of meeting or as stated by the bylaws or board resolution. So, unless the bylaws restrict the meeting location, it could theoretically be many miles away from the project. Some HOAs do not have a suitable place for meetings, and others don’t have a setup conducive to a virtual meeting component (assuming a hybrid meeting), so I do know that many HOAs hold meetings at their management company’s offices. Certainly, there is a point at which the distance is something which should be considered. Finding a suitable meeting place isn’t easy. I have seen clients use/rent rooms in libraries, churches, restaurants, community recreation centers and even car dealerships! Best regards, Kelly

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