Your Meetings Are Raucous? YOU Might Be the Problem

Your Meetings Are Raucous? YOU Might Be the Problem

Board meetings should be efficient and business-like events, but can unfortunately often be tumultuous and disorganized. Ineffective meetings frustrate directors, managers, and even the audience. The directors set the tone for the meeting, and there are ways in which the HOA board can contribute to (or prevent) a chaotic meeting environment. Room configuration How is the board seated? If the directors are all seated in a line facing the audience, a subtle message is conveyed: The board is talking to the audience. It is not surprising that in such a seating configuration the audience believes it is their right to talk to the board in return. If the board sits more in a semi-circle, the directors can face each other, while the audience is able to listen to the board deliberate. Talking to the audience Some directors cannot resist “playing to the crowd” and speaking to the audience. This completely disrespects the other directors, and also can lead to raucous response from the audience. Directors should never grandstand to the audience and should confine their remarks to their board colleagues. No rules Very few associations have meeting conduct rules. Such rules can prohibit certain intolerable behaviors, such as shouting, physical intimidation, and profanity or hate speech. All members should be able to feel safe as they attend meetings. Should anyone disrupt the meeting, rules would empower the board to impose discipline. Meeting rules can also contain open forum guidelines, disciplinary hearing procedures, and other helpful information explaining the various meeting procedures. Undisciplined deliberation A disciplined board stays on the agenda item at hand and avoids straying into other side...

Conflicts of Interest: When to Step Aside

If one is involved in a decision affecting or involving that person uniquely as opposed to the community generally, that is a conflict of interest. Directors and committee members should avoid involvement in discussions or decisions in which they have a conflict of interest. Once a conflict presents itself, the only decision is to avoid involvement. No matter how principled a person thinks they are, if they participate in a decision in which they have a conflict, they damage both their and the board’s credibility. Worse yet, the action might be set aside later under Corporations Code 7233. Civil Code Section 5350 provides some minimal definitions of conflict, and bars a director or committee member from voting on their own discipline, assessment delinquency, individual assessment for damaging common area, architectural application, or request to add exclusive use area. The statute is a fine start, in addressing some of the most obvious conflicts, but it does not go far enough. A person with a conflict also should not participate as a director in other matters, including their own damage claim, reimbursement request to the association, complaint against a neighbor, or any other matter in which that person is personally and uniquely involved. While the statute only bars voting on such matters, a person with a conflict also should not deliberate on a subject in which the person has a conflict. If a director discusses a matter and then recuses (refrains) from voting, that person is using their position to do something other members of the community cannot do – participate in board discussions. Furthermore, a member who discusses “their” issue...
Does Your HOA Have the Required Rules?

Does Your HOA Have the Required Rules?

Operating rules are often called “house rules” or “rules and regulations” by associations in California. Under Civil Code 4350(a), rules must be written, and under Civil Code 4340 are adopted by the board of directors. In adopting or changing rules, boards must follow the procedure stated in Civil Code 4360. Most rules are tailored by the board of directors to the needs and desires of a given community, and may address parking, meeting procedures, architectural standards, or other topics. However, many associations are not aware that each association, regardless of size, must have five sets of rules prescribed by statute. Election Rules Civil Code 5105 requires associations to have election rules. The statute gives the basic requirements of election rules. These rules would apply not only to board elections, but also to any matter on which a membership vote is required and which requires the 30 day notice and other procedures required by Civil Code 5100(a). These rules must conform to the bylaws, but also can add additional requirements regarding candidate eligibility, per the appellate case of Friars Village v. Hansing from 2013. Internal Dispute Resolution (“IDR”) Policies Civil Code 5905 requires all associations to adopt a fair and reasonable policy to establish an IDR procedure, in which a homeowner may meet with another homeowner or the board to try to work things out short of litigation. If an association fails to create such a policy, Civil Code 5915 sets forth the procedure. Architectural Modification Request Procedures A frequent board and management function is to respond to homeowners who wish to modify their residence or adjacent common area. Civil Code...
Unruly Meetings or Meeting Rules

Unruly Meetings or Meeting Rules

Other than the overall condition of the common areas, one of the first opportunities for associations to make a positive impression upon new members is at meetings of the board of directors. Where does a new owner learn how board meetings are conducted? No law requires associations to have meeting rules, but such rules can be extremely helpful to attendees and the board. Much of the rules may be derived from statutes (Civil Code 4900-4955, aka Open Meeting Act) but the statutes do not answer all questions. Topics which could be covered in meeting conduct rules could include: Who can attend board meetings? This is not an academic question. Under the Open Meeting Act, only members have the right to attend open meeting sessions, but what about tenants, non-owner spouses, attorneys, children of owners, and service providers? The rules can confirm if anyone else can attend. What is the order of business the HOA board usually follows? A model agenda can be included in the rules, to inform HOA members about the order in which things happen in board meetings. How is open forum handled? Is it at the beginning or the end of meetings? Can the board vote to have a special open forum on a limited issue during the meeting? What is the time limit on owner remarks? Reasonable guidelines on open forum will be helpful. What behavior is not permitted in board meetings? Meeting rules should contain clear boundaries of behavior, boundaries which no reasonable person would defend. Rules should spell out what is not allowed, and help keep order during board meetings. If someone disrupts...

Board Quorum

In order for a common interest development to make a membership decision or board decision, “quorum” must first be attained. Quorum is a Latin word meaning “of whom”, but basically means that there is a sufficient number of participants in order to be able to fairly (and legally) call a decision a decision of the body. Without quorum, the body is not acting, so a decision made in a meeting without quorum is not a decision at all. Board Quorum Boards must have a certain minimum number of directors present in order to make a corporate decision. Usually this is determined by the governing documents (normally, bylaws). However in the absence of any explicit statement in the bylaws, Corporations Code Section 7211(a)(7) states that “a majority of the number of directors authorized in the articles or bylaws constitutes a quorum of the board for the transaction of business. Mostly commonly, the quorum of the board is simply a majority of the directors. The existence of quorum is critical to establish that a vote taken in the meeting was actually a decision of the association. This is why the minutes should reflect which directors attended, so that quorum is documented. Without quorum, the board is not legally acting, so the corporation is not acting.Directors, while elected by their neighbors to serve the community, are still volunteers, and association presidents can find themselves frustrated by the inability to attain quorum. One frequently used strategy is to have a director who cannot attend meetings give their “proxy” to another director, in the erroneous belief that this establishes quorum. However, the law does...