Homeowner associations: Board is violating Open Meeting Act
Question: I asked one of our association board directors why owners choose to be on the board given all the stress and potential for liability. She told me that her director position provided her with a feeling of power. She said other directors became her friends and often they all got together to discuss complex association issues. They rehearsed and played out upcoming board meetings and knew how they were going to vote beforehand and what had to be tabled. Before each meeting, the property manager gave all the directors “talking points” and instructed the board president to read the statement as if it was preapproved by the board even if it wasn’t. These actions do not sound legal. Am I right?
Answer: California’s Common Interest Open Meeting Act, Civil Code section 1365.05, makes the actions you detailed illegal.
Civil Code section 1365.05(j) describes a meeting as including “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.” These get-togethers to discuss association issues are meetings within the meaning of the law and require notice to all titleholders and an opportunity for owners to be present. The law also requires that minutes of those so-called meetings be taken and made available to titleholders.
Your board member may feel a sense of power, but she owes a duty to every association member to act in an ethical manner that is in the best interests of the titleholders, perform due diligence, follow the law and treat all owners as equals. The law does not authorize an association board to meet beforehand, discuss the issues, take a vote and then merely announce their result at an open meeting.
Talking points should not take the place of discussing a subject during regularly convened board meetings. Civil Code section 1365.05(i) sets forth all the requirements for board actions, including deliberating on those actions and then voting on them at duly noticed regular board meetings. These formalities exist to make certain that owners are aware of a board’s actions and understand why the board acts as it does.
Before making decisions, boards are expected to conduct due diligence and seriously deliberate the related issues. Open meetings are supposed to keep owners advised on their common-interest development’s ongoing operation, including but not limited to financial status and needed repairs. Convening a regular meeting after having met earlier to decide the vote makes a sham of the meeting process and violates the Open Meeting Act.
Send questions to Box 10490, Marina del Rey, CA 90295 or e-mail noexit@mindspring.com.
