What Makes a Director Outstanding [Part 4] – Participation in Board Meetings

What Makes a Director Outstanding [Part 4] – Participation in Board Meetings

Productive and efficient meetings are not happenstance but are the result of committed and prepared volunteers, normally assisted by a great professional manager. To help bring about the best board meetings: Read the agenda packet Come to the meeting prepared, having already read the agenda and the supporting materials. The packet is provided in advance to prepare you to make the decisions presented. Reading it for the first time at the meeting disrespects the other directors, indicates lack of commitment, and delays meetings as one “gets up to speed.” Stay on topic A single director can derail discussions by moving on to a different topic before the current one is concluded. Politely remind colleagues when deliberations stray from the matter at hand. Talk to the board, not the audience Directors attend board meeting to deliberate with board colleagues, not the audience. Grandstanding by speaking to the audience disrespects other directors and encourages raucous meetings. Ask the manager for input on most motions The board’s most frequent protector under the Business Judgment Rule is the manager, so seek the manager’s input. The manager often has years of experience and training; take advantage of that background. If a manager’s input isn’t being sought, why have them in the meeting? Treat open forum as an important event and pay attention California law requires open forum at all membership meetings and open board meetings. That is the time for the board to listen to the community. Take notes and don’t interject or argue. Open forum reminds directors that they are there to serve their community, and often helps the board learn things they...
Frozen Out Directors

Frozen Out Directors

Kelly, Our board established an executive committee consisting of three board members, excluding the two remaining board members, under Corporations Code Section 7212. Later, one of the non-executive committee board members sold their condominium and the executive committee appointed a replacement board member. There are four remaining board members; three on the executive committee and one who is not on the executive committee. Since the Corporations Code prohibits the executive committee from “filling of vacancies on the board or in any committee which has the authority of the board” per Section 7212(a)(2), can the action be reversed, changed or modified, or nullified? What is the appropriate venue for resolution, short of filing an action in court? Best Regards, R.D., Palm Desert Dear R.D., I am skeptical of so-called “executive committees.” In your situation, it appears the majority is freezing out the other two directors and doing business in secret. If a board majority meets on HOA business, whether calling it an executive committee, “working meeting,” or coffee klatch, Civil Code 4090 says it is a “board meeting” and its activities must be in the open, with advance agenda notice to members. The committee’s decisions made in violation of the Open Meeting Act could be considered illegal and outside the association’s corporate process. Yes, under Corporations Code 7212, the executive committee is exceeding its power. However, and more importantly, the majority approach violates the Open Meeting Act, rendering all of its actions subject to challenge. Rather than expensive legal action to challenge this exclusive group of directors, perhaps the homeowners would rather elect directors who will properly serve and who...
Executive Session Misused?

Executive Session Misused?

Mr. Richardson, Members of our board mention discussions in executive session when they are discussing agenda items at board meetings. For instance, at a recent meeting the board tabled a matter relating to rules. The president said the matter would be discussed further in executive session. Also, three board members attend committee meetings. Two directors will be designated to participate with the committee and the third will not participate but just listen. What subjects are allowed under Davis-Stirling in executive session? Also, should a majority of the board be attending committee meetings, even if one of them does not participate? T.M., Canyon Lake Dear T.M., Closed session is only permissible under Civil Code 4935(a) to discuss a very few items: litigation, paid personnel, contract negotiations, disciplinary and common area damage hearings, hearings re delinquency payment plans, lien foreclosures (Civil Code 5705(c)) and requests for accommodation of disabilities (required by Fair Housing law to be kept confidential). Anything else must be handled in open session – period. When a board handles other topics in closed session it not only violates the Open Meeting Act (Civil 4900-4955) but also violates the members’ trust. As to committees, if a board majority attends a gathering in which association topics are discussed, that is a “board meeting” under Civil 4090(a). Even if the third director is silent, that committee meeting has become a board meeting and the Open Meeting Act applies. If a board majority needs to attend a committee’s meetings, why have the committee? Committees should support the board by helping share the load. When a majority of the board is attending anyway, then...

Attending and Speaking at Board Meetings

Hi Kelly, We continue to enjoy your column and value your responses. You are providing a valuable service in educating those of us who live in homeowner associations (CIDs). Is it usual or expected that individual board members take a turn during the Open Forum? Thank you for considering this question for your column, P.K., Alhambra Dear P.K., The Open Meeting Act’s “open forum” requirement is designed for members to speak to the directors. It is NOT a time for directors to speak. Directors should be listening to the comments of the members. Following the completion of open forum, Civil Code 1363.05(i)(2) [which starting January 2014 will be found at 4930(b)] allows a director to briefly respond to questions or statements made in open forum, or may ask a question, make a brief announcement, or make a brief report on the director’s activities. A board which abuses its right to respond to open forum questions may be showing a lack of respect for the open forum participants. It is also tempting for a board to start discussing a topic raised in open forum, but unless the matter is a bona fide emergency, discussion of an open forum topic must occur at a later meeting. Open forum is a great time for both directors and homeowners to show respect to their neighbors. Thanks for your question and kind words, Kelly Dear Kelly, Can the press attend homeowners association board meetings? C.C., Riverside Dear C.C., Unless your association allows the general public to attend your association meetings, then no, the press does not have the right to attend. Normally nothing newsworthy...
Toward Orderly Board Meetings

Toward Orderly Board Meetings

One of the scourges of the HOA world is disorderly board meetings. Associations large and small struggle with meetings filled with the cacophony of people talking over each other, as normal manners and courtesies are abandoned. Such meetings end in frustration: Directors are discouraged that they cannot deliberate (and tempted to work in closed session), and observers are discouraged from volunteering for board service or even from attending future meetings. Consider these factors: Meeting room setup Board meetings are often set up so that all directors sit facing the audience and not each other. That sends two bad messages at once – that the board is talking to the audience, and is not talking to each other. Adjust tables so that the directors can better talk to each other, in the shape of a “C” with the open end facing the audience. Inadequate open forum Directors should not talk during open forum and the audience should not talk during board deliberations The dividing line should be clear. If an issue arises during the meeting on which member input is desired, have a motion to temporarily re-open open forum. Directors should pay close attention to the comments in open forum, so owners perceive that their open forum comments are respected. Stay on target Non-urgent matters cannot be discussed unless they were posted on the agenda four days before the meeting. Directors need to be disciplined and focus on the agenda, not all the topics which come to mind. When things stray off topic, Chairs should gently but firmly move debate back to the motion at hand, and all directors should...