Conducting Association Business Between Board Meetings: The Do’s and Don’ts
We get it, oftentimes it feels like Association action items are piling up faster than you’re able to get through them. Board Meeting agendas are too long and meetings last longer than many would like. Wouldn’t it be easier if your Board could simply discuss Association business and make decisions between Board Meetings? Of course it would! But in most cases, such activity is illegal and barred by civil code (Civil Code §4910 “Board Action Outside of Meeting Prohibited”). So what are the do’s and don’ts of engaging in Association related discourse and decision making between Board Meetings?
Simply put, Board Members may not engage in Association related discourse and decision making outside of properly noticed Board Meetings, where a Board Meeting agenda has been posted four days in advance (48 Hours for Special Executive Session Meetings). This includes both e-mail correspondences as well as verbal conversations, whether in person or via telephone. The reason behind the law is quite simple: Transparency.
Associations are nonprofit corporations. Owners are members of the corporation with an undivided ownership in the corporation’s assets, including both financial and common area assets. Board Members are elected representatives of the corporation and responsible for making decisions on behalf of the corporation and its members. As such, it seems natural and reasonable that decisions made by the elected directors of the corporation be made in open session where members of the corporation are invited to attend and witness the decisions being made.
To ensure compliance with California law, Board Members should refrain from engaging in Association related discourse or decision making outside of properly noticed Board Meetings, with the following exceptions:
▪ Emergencies – The Board may hold meetings via e-mail in case of emergencies (unforeseeable threat to life or property), but the decision to engage in an e-mail vote must be unanimous amongst Board Members, and then a majority of the Board Members must agree to the specific action(s);
▪ Minority of Directors – the Board may elect an Executive Committee consisting of less than a quorum of the Board to discuss specific matters between meetings;
▪ Non-Business – Boards may e-mail regarding non-business matters, such as:
a. Setting dates and times for future meetings
b. Distributing information to prepare for meetings
c. Requesting items be placed on a meeting agenda, or that management research matters in advance of meetings
d. Informational messages (example: informing directors of educational events, reporting a common area maintenance
matter to management, etc.)
As your Association’s managing agent, we have the privilege of serving our Board Member and resident clients, and we take our role seriously. Helping to mitigate liability to our Association partners is one example of PMP’s value-added approach to community
PMP encourages all of our Board Member clients to be mindful of Civil Code §4910 and to not engage in Association related discourse or actions outside of a properly noticed Board Meetings. Should you have an exponentially increasing list of action items that require regular discussion and actions, your Board may decide it is necessary to meet more often, or elect an Executive Committee made up of Board Members (must be less than quorum) with definitive authority to make specific decisions between Board Meetings.
As you are likely aware, e-mails are discoverable during lawsuits, and civil code violations can harm Associations, so it is always better to err on the side of caution. When in doubt, call for a properly noticed meeting.
Questions or additional requests for information can be e-mailed to Brad Watson, President of PMP, at bwatson@PMPManage.com.
**Please Note: PMP is not a law firm and nothing contained in this document should be considered legal advice. Legal questions should be directed to respective Association attorney.