Beware when board-speak replaces English
Question: Our Pasadena development has 500 deed-restricted condominiums. As more owners attend board meetings, the board’s evasiveness grows.
Owners are not given an agenda at meetings. The board’s goal seems to be to avoid divulging information. Board members use a sort of “board-speak” to prevent non-board members from understanding what they’re talking about.
Board members point to a piece of paper in front of them at the meeting and say, “This item should be increased.” Or, “In response to that question we discussed earlier, if you look on Page 12 that might explain it.”
If the cryptic board-speak doesn’t work, members mumble. When an owner asks for the statement to be repeated, it is mumbled louder or the homeowner is told not to interrupt. The president said, “In accordance with the law, homeowners are not allowed to speak at board meetings.”
It is obvious that board members are holding key portions of their meetings off the record and not reporting them to owners. The only time they speak clearly is in discussing frivolous topics such as pool parties or potlucks. Last week’s discussion centered on who would bring doughnuts to the annual meeting.
How can owners oversee their personal assets if at every turn we are thwarted by antics like these?
Answer: Any form of board-speak, mumbling or contrived avoidance is a warning to homeowners to investigate further.
A danger that buyers of residential deed-restricted property face is not having the same access to association books and records as a neighbor board member. Owners are expected to unquestioningly pay monthly association fees, yet are not allowed accountability of expenditures. Homeowner attendance at board meetings is supposed to shed light on the board’s activities and decision-making.
Since the law does little to protect owners of residential deed-restricted homes, owners must be increasingly assertive in protecting their assets. Unresponsive boards are removed from office every day, but the problems persist.
The Davis-Stirling Act dictates that “the board of directors of the association shall permit any member of the association to speak at any meeting of the association or board of directors.” Though a reasonable speaking time can be imposed, boards should recognize that often the only opportunity for homeowners to make contact with board members is at a board meeting.
Owners have a vested interest in firsthand information regarding how their association is run. By watching board members engage in association business, owners may be able to ascertain the capability of that board to manage its affairs.
If planning pool parties or potlucks is a priority for a board meeting at the expense of maintenance concerns, your association is in trouble. It is also in trouble if board meetings are kaffeeklatsches that leave homeowner concerns unanswered.
Does the board conduct and control its own meetings or is someone other than a board member directing them? For many reasons, boards need to conduct their own meetings.
The health and viability of any association can only be ascertained through full disclosure of books and records made available to owners. Attending board meetings is but the first step toward exposure or discovery.
The Davis-Stirling Act defines a meeting as “any 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 scheduled to be heard by the board, except those matters that may be discussed in executive session.” Regardless of informality, minutes must be kept of those meetings and be available to members. Failing to report covert meetings violates the law.
Even matters boards can legally discuss in closed executive sessions must be reported in minutes and distributed in a timely manner.
California Administrative Code Title 10, section 2792.20 (e)(1) states that the “governing body may take actions without a meeting if all of its members consent in writing to the action.” Section 2 states that an explanation of the action taken shall be posted at a prominent place in the “common area” within three days after the written consent has been obtained. Minutes of that meeting must also be distributed to all homeowners.
If the board members cannot or will not comply with the law, owners should remove them.
Please send questions to: P.O. Box 451278, Los Angeles, CA 90045, or e-mail your queries to NoExit@mindspring.com.
