Meetings
Meetings are THE essential method of conducting business for common interest communities (CICs).
State statutes require varying degrees of accountability and transparency related to meetings of members and meetings of the Board. REMEMBER, statutes establish minimum requirements, not best practices. Your community deserves to be its very best!
WHAT ARE MEETINGS?
Meetings generally require simultaneous contemporaneous communications by a quorum of members of a governing body:
in-person
via telephone
web conference
N.B. You can violate the law even if you fail to take a vote or final action. Multiple states require open meetings with a general intent for deliberations occur in a noticed setting that's available for homeowners to observe in real time. Notably, the requirement for open meetings does not prohibit email between directors (Board members). Florida's DBPR considers email to be official association records.
WHAT AREN'T MEETINGS?
Emails and messages exchanged by members of the Board.
Incidental and/or social gatherings where association business is NOT considered.
MEETING METHODS
Most state statutes allow all meetings to occur via teleconference and/or the web (subject to appropriate notice, etc.).
California is the latest state to pass legislation (AB648) clarifying that remote / virtual meetings are acceptable (and encouraged).
While hybrid and remote / virtual meetings are often allowed, many states' nonprofit corporate statutes still permit entities to require physical in-person meetings via their bylaws.
MEETING TYPES
Regular Meetings: Regularly scheduled and typically recurring on a fixed schedule such as the third Wednesday of every month at 6:30pm
Special Meetings: Independently scheduled one-off gatherings to consider a specific item or items in addition to the regular meeting schedule
Emergency Meetings: Statutes in many states allow the Board to meet (usually without notice to members) to discuss and decide emergency business
Annual Meetings: Annual meetings of members typically include the election of volunteer directors and may include other specific business
Budget Ratification Meetings: Annual budget ratification meetings of members are required in multiple states.
MEETING AUDIENCES & ATTENDEES
Board Meetings — Appointed and elected directors and officers conduct business at Board meetings
Open Session meetings (see below) can be attended by homeowners and their representatives who listen and provide feed
Committee Meetings — These include officially recognized volunteers serving on officially recognized committees
Some organizations instantiate less formal committees.
Member Meetings — These include any owner / member
These include Annual Meetings, Budget Ratification Meetings and Special Meetings. Special meetings can generally be called by the Board or by petition of the certain percentage of members. Examples of special meeting requirements: RCW 64.90.445(1)(b)(i) and CA Corp. Code § 7510(e).
QUORUM & PROXY / PROXIES
ALL meetings require quorum. Quorum is governed by statute (in some states) and also by governing documents, typically the bylaws, in all states.
The term "present" has been defined in most states to include all manner of participation whether in person, via teleconference, web meeting, etc. that allows for simultaneous contemporaneous communication between the members of the body (and participants such as homeowners).
Member meetings may require quorum anywhere from 5% to 50% or more of the members to be present in person or by proxy.
California is the latest state to pass legislation (AB1458) allowing member meetings that fail to achieve quorum to adjourn and reconvene at least 20 days later with a quorum of 20%.
A quorum of the Board (indeed director attendance in general) IS NOT LEGALLY REQUIRED at meetings of members.
Voting by absentee ballot can count toward quorum in several states. Example: RCW 64.90.455.
Robert's Rules defines the general baseline for quorum which is vague, but understood to be a simple majority of a body unless explicitly superseded:
In the absence of a quorum, any business transacted is null and void.
...the requirement for a quorum is protection against totally unrepresentative action in the name of the body by an unduly small number of persons.
Until you make a different decision for your group and include it in your bylaws, Robert's Rules sets your quorum at a majority of the members.
Board meetings typically require a majority of directors to be present: 1) at the beginning of the meeting OR 2) throughout the entire meeting.
Board members cannot vote by proxy except in rare circumstances (reference ARS 10-3824(G) and VA Code §13.1-852.1).
Direct examples: RCW 24.03A.565(5) and RCW 64.90.444(2)(m).
Indirect example: RCW 24.60.150 which specifies how directors are considered to be "present" during a meeting.
Robert's Rules (RONR) FAQ #10:
Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly.
Committee meetings typically require a majority of committee members to be present following the same constraints for Board meetings.
Committee members cannot vote by proxy (see above).
PROXIES - MEMBERS MEETINGS
The most robust proxy voting language is usually found in nonprofit corporation statutes that often apply to community associations.
Even so, most, if not all states allow community association governing documents specify how proxies work. :~!
Unless your governing documents forbid proxies (and state statutes allow as much), every notice for an annual meeting or special meeting of members with an item up for vote, including budget ratification meetings, should include a proxy form (simple example below).
Proxies take two forms: directed and undirected.
Directed proxies require an absentee ballot. The Unit / Owner assigning the proxy completes the ballot and directs their proxy how to vote.
Undirected proxies function like a "blank check" where the proxy assignee can vote based on their own discretion.
MEETING PREPARATION & MEETING MATERIALS
Preparation requires a MINIMUM of: adequate notice and readily available supporting material:
UCIOA requires materials distributed to the Board before a meeting to be made reasonably available to unit owners.
"Adequate notice" in Florida requires agendas that specifically identify all agenda items at least 48 hours in advance (reference 718.112(1)(c))
Combine the of the above for meeting preparation best practice:
If any materials are distributed to the Board or any Committee before their respective meeting, copies of those materials must be made available to all Unit Owners / Lot Owners to review at no cost and by electronic delivery no less than two (2) business days before the meeting, except that copies of unapproved meeting minutes or materials that are to be considered in executive session need not be disclosed. Board Meeting materials must include a sufficiently detailed agenda that includes all the topics to be actioned and/or discussed. Materials that are not available two (2) business days before a meeting shall be made available to the Unit Owners / Lot Owners at the same time as they are made available to the Board or the Committee.
HOW DO YOU MAKE PROGRESS WHEN OPEN MEETINGS ARE REQUIRED?
Conduct effective meetings that provide enough time to accomplish all the necessary business at hand. View our CIC Meeting Survey results.
Consider meeting frequency. One meeting every month is the most popular meeting frequency.
Consider meeting duration. One hour is a popular minimum standard, but is it enough to provide for due consideration of all your business decisions?
If you are regularly postponing items for across multiple meetings, you need more meeting time.
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Use email to communicate ideas, NOT to make decisions
The California Court of Appeal, Fourth Appellate District ruled in LNSU #1, LLC v. Alta Del Mar Coastal Collection Community Assn. on August 25, 2023 that discussion of association business via email does not constitute a meeting.
Florida: Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail.
Email is NOT intended for making decisions before meeting in an open forum. Email is prudent to air questions, concerns and work through the details of policies, procedures, etc. that cannot be reasonably resolved during a meeting.
Florida specifically prohibits email as a decision-making tool via 718.112(1)(c), 720.303(2)(a) and 719.106(1)(c) and 723.078(2)(c).
CICs outside of CA, FL and not governed by a UCIOA statute (allowing only ministerial actions between meetings) can usually take action without a meeting via unanimous written consent that typically occurs via email or a consent resolution.
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Delegate support functions to: your community association manager (CAM) and management company, your staff, individual directors, etc.
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Stand up one or more committees (that require open meetings themselves) and delegate specific tasks / work effort
Which states require open meetings?*** (this may not be a complete list)
Arizona, California, Colorado, Connecticut, Florida, Illinois, Kansas, Minnesota, Nevada, Vermont, Washington, Texas.
***N.B. Most states have multiple community association statutes based on property type, size, and year of formation.
OPPORTUNITY FOR HOMEOWNER (MEMBER) COMMENT
Opportunity for homeowner (member) comment is an express component of the open meeting concept.
Arizona ARS 33-1804: The board may place reasonable time restrictions on those persons speaking during the meeting but shall permit a member or member's designated representative to speak once after the board has discussed a specific agenda item but before the board takes formal action on that item in addition to any other opportunities to speak. The board shall provide for a reasonable number of persons to speak on each side of an issue.
California Civ. Code § 4925(b): The board shall permit any member to speak at any meeting of the association or the board, except for meetings of the board held in executive session. A reasonable time limit for all members of the association to speak to the board or before a meeting of the association shall be established by the board.
Florida 718.112(1)(c): The right to attend such meetings includes the right to speak at such meetings with reference to all designated agenda items. The association may adopt written reasonable rules governing the frequency, duration, and manner of unit owner statements.
Read Hot Topics from CIC Info Bytes Issue# 77 for more information from a Florida attorney about opportunity for owner comment.
Washington RCW 64.90.445(2)(e): At each board meeting, the board must provide a reasonable opportunity for unit owners to comment regarding matters affecting the common interest community and the association.
This phraseology is an essential part of the UCIOA provisions adopted by multiple states.
Notably, Washington statutes RCW 64.32 and 64.34 are silent on open Board meetings. RCW 64.38.035 requires open Board meetings, but does not require the opportunity for owner comment during such meetings.
MEETING MINUTES
Meeting minutes are THE official record of actions and decisions of a governing body. Nothing else matters.*
See this explanation from California about "missing minutes."
WHAT belongs in your minutes?
READ: The Content and Approval of minutes (RONR Newly Revised 12th Edition)
Failure to create correctly worded motions during meetings is as problematic as failing to accurately record those motions in the minutes.
MEETING MINUTES (CONTINUED)
Some associations have adopted policies to keep an audio recording of a meeting until such time as the draft meeting minutes have been approved and then the recordings are destroyed. WHY is this important and why do many attorneys eschew the recording of meetings?
*An audio or audio + video recording of a meeting proves exactly what was said which could contradict the official written record (meeting minutes) creating a legal landmine.
13 states have some form of all-party consent statutes; four have mixed-party consent and the rest have one-party consent. Before deciding to record a meeting, ask yourself if there's a reasonable expectation of privacy (example: RCW 9A.44.115(1)(c)). This explanation from Davis-Stirling is one point of view.
Example two-party consent recording statute: RCW 9.73.030
(1) Except as otherwise provided in this chapter, it shall be unlawful for any individual, partnership, corporation, association, or the state of Washington, its agencies, and political subdivisions to intercept, or record any:
(a) Private communication transmitted by telephone, telegraph, radio, or other device between two or more individuals between points within or without the state by any device electronic or otherwise designed to record and/or transmit said communication regardless how such device is powered or actuated, without first obtaining the consent of all the participants in the communication;
(b) Private conversation, by any device electronic or otherwise designed to record or transmit such conversation regardless how the device is powered or actuated without first obtaining the consent of all the persons engaged in the conversation.
(2) Notwithstanding subsection (1) of this section, wire communications or conversations (a) of an emergency nature, such as the reporting of a fire, medical emergency, crime, or disaster, or (b) which convey threats of extortion, blackmail, bodily harm, or other unlawful requests or demands, or (c) which occur anonymously or repeatedly or at an extremely inconvenient hour, or (d) which relate to communications by a hostage holder or barricaded person as defined in RCW 70.85.100, whether or not conversation ensues, may be recorded with the consent of one party to the conversation.
(3) Where consent by all parties is needed pursuant to this chapter, consent shall be considered obtained whenever one party has announced to all other parties engaged in the communication or conversation, in any reasonably effective manner, that such communication or conversation is about to be recorded or transmitted: PROVIDED, That if the conversation is to be recorded that said announcement shall also be recorded.
* Florida statutes specifically allow owners (members) to record meetings in 718.112(1)(c) and 720.306(10) as does Arizona (see ARS 33-1248).
* Texas statutes allow audio recordings of meetings in 215.007 and also specify exactly what the record (minutes) must contain:
the subject of each motion or inquiry, regardless of whether the board takes action on the motion or inquiry, and
indicate each vote, order, decision, or other action taken by the board
You might decide to outsource capturing meeting minutes to your management company or a third party vendor. Management companies typically charge $100 or more per meeting to capture minutes. Third parties charge varying fees. N.B. If the minute-taker is not present during your meeting, you're going to have to record the meeting so someone can transcribe and condense what occurred.
MEETING MINUTES: APPROVAL AND DISSEMINATION
APPROVAL of board and committee meeting minutes usually occurs at the next regular meeting.
Certain statutes, like TPC 215.007, require that the board shall approve the minutes of a board meeting not later than the next regular board meeting.
California Civil Code 4950 requires that the adopted minutes, the proposed minutes for adoptions or the summary of minutes must be available to members within 30 days of each Board meeting.
Annual and infrequent (e.g. quarterly, etc.) meetings should have their minutes approved a bit differently:
"Minutes of one annual meeting should not be held for action until the next one a year later." — RONR quote from Davis-Sterling.com
If the assembly isn’t meeting again for a long time (if at all), such as in annual membership meetings or conventions of delegates, the process of approving the minutes is delegated to a special committee or an executive board. This practice produces an approved and legal record of the meeting shortly after the meeting closes but before memories of what occurred in the meeting fade. — Robert's Rules for Approving the Minutes
Meeting minutes are critically important association records that should be proactively provided to members.
EXECUTIVE SESSION
The minimum requirements for executive session are prescribed by statute in many states. Here's a robust example:
The Board and Committees may hold an executive session only during a regular or special meeting of the Board or a committee.
A final vote or action may not be taken during an executive session and must be made during an open meeting.
Before convening in executive session, the presiding officer or their designee shall publicly announce the purpose for excluding the Unit Owners / Lot Owners from the meeting place and the approximate time when the executive session will be concluded.
The executive session may be extended to a stated later time by announcement of the presiding officer or their designee.
The announced purpose of excluding the Unit Owners / Lot Owners must be entered into the minutes of the meeting.
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PROCEDURE: To function in executive session, the Board votes to adjourn a regular or special meeting and then votes to bring the executive session to order. The Board subsequently votes to adjourn the executive session and bring the regular or special meeting back to order. Thereafter, meeting minutes are required to provide a non-confidential record sufficiently detailed to allow a Director who did not attend such executive session to discern the relevant outcomes. For example, an executive session focusing on employee compensation might require a confidential ledger detailing employee names and compensation. Meeting minutes might state that employee compensation adjustments were made pursuant to that ledger.
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CONTENT RESTRICTIONS: An executive session may be held only to:
(i) Consult with the Association's attorney concerning legal matters;
(ii) Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings; for the purposes of this section, administrative proceedings include, but are not limited to enforcement of the governing documents against specific parties;
(iii) Discuss labor or personnel matters; for the purposes of this section, volunteers are not considered personnel;
(iv) Discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the Association at a disadvantage; or
(v) Prevent public knowledge of the matter to be discussed if the Board or committee determines that public knowledge would violate the privacy of any person; for the purposes of this section, the following are not considered a violation of privacy:
Board Officer and Committee chair elections including all discussion of candidates
Director appointments including all discussion of candidates
disputes relevant to the discharge of volunteer service in the roles to which such persons were appointed or elected
PARLIAMENTARY PROCEDURE
CICs most often follow the procedures set forth in the latest edition of Robert's Rules of Order (RONR) as prescribed in their bylaws
Notably, Boards with less than around a dozen members can conduct meetings using informal procedures (see pg. 161 RONR In Brief)
seeking recognition to speak by raising a hand instead of standing
motions need not be seconded
members of the governing body may speak any number of times, except with regard to appeals
informal discussion is permitted without a pending motion
votes can be taken by a show of hands instead of orally
clear proposals can be actioned without a formal motion
the chairperson can participate in debate, make motions and vote without giving up the chair
We have an entire page dedicated to parliamentary procedure.
BALLOTS & VOTING - MEMBERS MEETINGS
While not always required by law (but always permitted by law), the best way to vote is by ballot. Many of us know this because we've voted by ballot for federal, state, county and city elected leaders and referendums ("ballot measures") since we turned 18.
Most states explicitly allow voting by absentee ballot and the minimum requirements vary by state statute (example RCW 64.90.455).
Note that the ability to verify that the ballot is cast by the unit owner having the right to do so is critical. For example, conducting an absentee ballot vote with an unauthenticated online survey would be easy to challenge in court (anyone could take the survey and pretend to be someone else).
Most, if not all states allow community association governing documents and the Board to govern how to conduct votes. :|
Many state statutes allow Units / Owners to provide a response solely to meet quorum requirements without voting.
California
>>>Reference AB648 signed into law on September 22, 2023.<<<
“Board meeting” means either of the following:
(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.
(b) A teleconference, where a sufficient number of directors to establish a quorum of the board, in different locations, are connected by electronic means, through audio or video, or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the association and otherwise complies with the requirements of this act.
Except for a meeting that will be held solely in executive session or conducted under Section 4926 or 5450, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend, and at least one director or a person designated by the board shall be present at that location. Participation by directors in a teleconference meeting constitutes presence at that meeting as long as all directors participating are able to hear one another, as well as members of the association speaking on matters before the board.
(a) The board shall not take action on any item of business outside of a board meeting.
(b) (1) Notwithstanding Section 7211 of the Corporations Code, the board shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in paragraph (2).
(2) Electronic transmissions may be used as a method of conducting an emergency board meeting if all directors, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the board meeting. These written consents may be transmitted electronically.
(a) Any member may attend board meetings, except when the board adjourns to, or meets solely in, executive session. As specified in subdivision (b) of Section 4090, a member of the association shall be entitled to attend a teleconference meeting or the portion of a teleconference meeting that is open to members, and that meeting or portion of the meeting shall be audible to the members in a location specified in the notice of the meeting.
(b) The board shall permit any member to speak at any meeting of the association or the board, except for meetings of the board held in executive session. A reasonable time limit for all members of the association to speak to the board or before a meeting of the association shall be established by the board.
California Civ. Code § 4926 <<< NEW with AB648.
(a) Notwithstanding any other law or the association’s governing documents, a board meeting or meeting of the members may be conducted entirely by teleconference, without any physical location being held open for the attendance of any director or member, if all of the following conditions are satisfied:
(1) The notice for each meeting conducted under this section includes, in addition to other required content for meeting notices, all of the following:
(A) Clear technical instructions on how to participate by teleconference.
(B) The telephone number and electronic mail address of a person who can provide technical assistance with the teleconference process, both before and during the meeting.
(C) A reminder that a member may request individual delivery of meeting notices, with instructions on how to do so.
(2) Every director and member has the same ability to participate in the meeting that would exist if the meeting were held in person.
(3) Any vote of the directors shall be conducted by a roll call vote.
(4) Any person who is entitled to participate in the meeting shall be given the option of participating by telephone.
(b) Subdivision (a) does not apply to a meeting at which ballots are counted and tabulated pursuant to Section 5120.
California Civ Code Civil Code § 4935 - Executive Session Meetings (additional details: Davis-Sterling.com)
(a) The board may adjourn to, or meet solely in, executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member’s request, regarding the member’s payment of assessments, as specified in Section 5665.
(b) The board shall adjourn to, or meet solely in, executive session to discuss member discipline, if requested by the member who is the subject of the discussion. That member shall be entitled to attend the executive session.
(c) The board shall adjourn to, or meet solely in, executive session to discuss a payment plan pursuant to Section 5665.
(d) The board shall adjourn to, or meet solely in, executive session to decide whether to foreclose on a lien pursuant to subdivision (b) of Section 5705.
(e) Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership.
Florida
N.B. Below are excerpts of Florida condominium statutes. 720.303(2)(a), 720.306 and 719.106(1)(c). are the companion FL CIC statutes.
718.112(1)(c) Board of Administration Meetings
(c) Meetings of the board of administration at which a quorum of the members is present are open to all unit owners.
Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail.
A unit owner may tape record or videotape the meetings. The division shall adopt reasonable rules governing the tape recording and videotaping of the meeting.
The right to attend such meetings includes the right to speak at such meetings with reference to all designated agenda items. The association may adopt written reasonable rules governing the frequency, duration, and manner of unit owner statements.
1. Adequate notice of all board meetings, which must specifically identify all agenda items, must be posted conspicuously on the condominium property at least 48 continuous hours before the meeting except in an emergency.
If 20 percent of the voting interests petition the board to address an item of business, the board, within 60 days after receipt of the petition, shall place the item on the agenda at its next regular board meeting or at a special meeting called for that purpose.
An item not included on the notice may be taken up on an emergency basis by a vote of at least a majority plus one of the board members. Such emergency action must be noticed and ratified at the next regular board meeting.
Written notice of a meeting at which a non-emergency special assessment or an amendment to rules regarding unit use will be considered must be mailed, delivered, or electronically transmitted to the unit owners and posted conspicuously on the condominium property at least 14 days before the meeting. Evidence of compliance with this 14-day notice requirement must be made by an affidavit executed by the person providing the notice and filed with the official records of the association.
Notice of any meeting in which regular or special assessments against unit owners are to be considered must specifically state that assessments will be considered and provide the estimated cost and description of the purposes for such assessments.
Upon notice to the unit owners, the board shall, by duly adopted rule, designate a specific location on the condominium property where all notices of board meetings must be posted. If there is no condominium property where notices can be posted, notices shall be mailed, delivered, or electronically transmitted to each unit owner at least 14 days before the meeting. In lieu of or in addition to the physical posting of the notice on the condominium property, the association may, by reasonable rule, adopt a procedure for conspicuously posting and repeatedly broadcasting the notice and the agenda on a closed-circuit cable television system serving the condominium association. However, if broadcast notice is used in lieu of a notice physically posted on condominium property, the notice and agenda must be broadcast at least four times every broadcast hour of each day that a posted notice is otherwise required under this section. If broadcast notice is provided, the notice and agenda must be broadcast in a manner and for a sufficient continuous length of time so as to allow an average reader to observe the notice and read and comprehend the entire content of the notice and the agenda.
In addition to any of the authorized means of providing notice of a meeting of the board, the association may, by rule, adopt a procedure for conspicuously posting the meeting notice and the agenda on a website serving the condominium association for at least the minimum period of time for which a notice of a meeting is also required to be physically posted on the condominium property.
Any rule adopted shall, in addition to other matters, include a requirement that the association send an electronic notice in the same manner as a notice for a meeting of the members, which must include a hyperlink to the website where the notice is posted, to unit owners whose e-mail addresses are included in the association’s official records.
2. Meetings of a committee to take final action on behalf of the board or make recommendations to the board regarding the association budget are subject to this paragraph. Meetings of a committee that does not take final action on behalf of the board or make recommendations to the board regarding the association budget are subject to this section, unless those meetings are exempted from this section by the bylaws of the association.
3. Notwithstanding any other law, the requirement that board meetings and committee meetings be open to the unit owners does not apply to:
a. Meetings between the board or a committee and the association’s attorney, with respect to proposed or pending litigation, if the meeting is held for the purpose of seeking or rendering legal advice; or
b. Board meetings held for the purpose of discussing personnel matters.
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(d) Unit Owner Meetings
1. An annual meeting of the unit owners must be held at the location provided in the association bylaws and, if the bylaws are silent as to the location, the meeting must be held within 45 miles of the condominium property. However, such distance requirement does not apply to an association governing a timeshare condominium.
3. The bylaws must provide the method of calling meetings of unit owners, including annual meetings.
Written notice of an annual meeting must include an agenda; be mailed, hand delivered, or electronically transmitted to each unit owner at least 14 days before the annual meeting; and be posted in a conspicuous place on the condominium property or association property at least 14 continuous days before the annual meeting.
Written notice of a meeting other than an annual meeting must include an agenda; be mailed, hand delivered, or electronically transmitted to each unit owner; and be posted in a conspicuous place on the condominium property or association property within the timeframe specified in the bylaws. If the bylaws do not specify a timeframe for written notice of a meeting other than an annual meeting, notice must be provided at least 14 continuous days before the meeting.
Upon notice to the unit owners, the board shall, by duly adopted rule, designate a specific location on the condominium property or association property where all notices of unit owner meetings must be posted. This requirement does not apply if there is no condominium property for posting notices.
In lieu of, or in addition to, the physical posting of meeting notices, the association may, by reasonable rule, adopt a procedure for conspicuously posting and repeatedly broadcasting the notice and the agenda on a closed-circuit cable television system serving the condominium association. However, if broadcast notice is used in lieu of a notice posted physically on the condominium property, the notice and agenda must be broadcast at least four times every broadcast hour of each day that a posted notice is otherwise required under this section. If broadcast notice is provided, the notice and agenda must be broadcast in a manner and for a sufficient continuous length of time so as to allow an average reader to observe the notice and read and comprehend the entire content of the notice and the agenda. In addition to any of the authorized means of providing notice of a meeting of the board, the association may, by rule, adopt a procedure for conspicuously posting the meeting notice and the agenda on a website serving the condominium association for at least the minimum period of time for which a notice of a meeting is also required to be physically posted on the condominium property.
Any rule adopted shall, in addition to other matters, include a requirement that the association send an electronic notice in the same manner as a notice for a meeting of the members, which must include a hyperlink to the website where the notice is posted, to unit owners whose e-mail addresses are included in the association’s official records.
Unless a unit owner waives in writing the right to receive notice of the annual meeting, such notice must be hand delivered, mailed, or electronically transmitted to each unit owner. Notice for meetings and notice for all other purposes must be mailed to each unit owner at the address last furnished to the association by the unit owner, or hand delivered to each unit owner. However, if a unit is owned by more than one person, the association must provide notice to the address that the developer identifies for that purpose and thereafter as one or more of the owners of the unit advise the association in writing, or if no address is given or the owners of the unit do not agree, to the address provided on the deed of record. An officer of the association, or the manager or other person providing notice of the association meeting, must provide an affidavit or United States Postal Service certificate of mailing, to be included in the official records of the association affirming that the notice was mailed or hand delivered in accordance with this provision.
Texas
Texas Property Code (TPC) 209.0051(b)(c)(h)
(b) In this section, "board meeting":
(1) means a deliberation between a quorum of the voting board of the property owners' association, or between a quorum of the voting board and another person, during which property owners' association business is considered and the board takes formal action; AND
(2) does not include the gathering of a quorum of the board at a social function unrelated to the business of the association or the attendance by a quorum of the board at a regional, state, or national convention, ceremonial event, or press conference, if formal action is not taken and any discussion of association business is incidental to the social function, convention, ceremonial event, or press conference.
(c) Regular and special board meetings must be open to owners, subject to the right of the board to adjourn a board meeting and reconvene in closed executive session to consider actions involving:
personnel,
pending or threatened litigation,
contract negotiations,
enforcement actions,
confidential communications with the property owners' association's attorney,
matters involving the invasion of privacy of individual owners,
or matters that are to remain confidential by request of the affected parties and agreement of the board.
Following an executive session, any decision made in the executive session must be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual owners, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary must include a general explanation of expenditures approved in executive session... [view full text]
(h) Except as provided by this subsection, a board may take action outside of a meeting, including voting by electronic or telephonic means, without prior notice to owners under Subsection (e), if each board member is given a reasonable opportunity to express the board member's opinion to all other board members and to vote. Any action taken without notice to owners under Subsection (e) must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special board meeting. The board may not, unless done in an open meeting for which prior notice was given to owners under Subsection (e), consider -OR- vote on:
(1) fines;
(2) damage assessments;
(3) initiation of foreclosure actions;
(4) initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety;
(5) increases in assessments;
(6) levying of special assessments;
(7) appeals from a denial of architectural control approval;
(8) a suspension of a right of a particular owner before the owner has an opportunity to attend a board meeting to present the owner's position, including any defense, on the issue;
(9) lending or borrowing money;
(10) the adoption or amendment of a dedicatory instrument;
(11) the approval of an annual budget or the approval of an amendment of an annual budget;
(12) the sale or purchase of real property;
(13) the filling of a vacancy on the board;
(14) the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements; or
(15) the election of an officer.
Washington
Washington State - RCW 64.90.445(2)(a)(b)(c)(d)(e)(f)(g) - Meetings
(a) Meetings must be open to the unit owners except during executive sessions, but the board may expel or prohibit attendance by any person who, after warning by the chair of the meeting, disrupts the meeting. The board and those committees may hold an executive session only during a regular or special meeting of the board or a committee. A final vote or action may not be taken during an executive session.
(b) An executive session may be held only to:
(i) Consult with the association's attorney concerning legal matters;
(ii) Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings;
(iii) Discuss labor or personnel matters;
(iv) Discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the association at a disadvantage; or
(v) Prevent public knowledge of the matter to be discussed if the board or committee determines that public knowledge would violate the privacy of any person.
(c) For purposes of this subsection, a gathering of members of the board or committees at which the board or committee members do not conduct association business is not a meeting of the board or committee. Board members and committee members may not use incidental or social gatherings to evade the open meeting requirements of this subsection.
(e) At each board meeting, the board must provide a reasonable opportunity for unit owners to comment regarding matters affecting the common interest community and the association.
(f) Unless the meeting is included in a schedule given to the unit owners or the meeting is called to deal with an emergency, the secretary or other officer specified in the organizational documents must provide notice of each board meeting to each board member and to the unit owners. The notice must be given at least fourteen days before the meeting and must state the time, date, place, and agenda of the meeting.
(g) If any materials are distributed to the board before the meeting, the board must make copies of those materials reasonably available to the unit owners, except that the board need not make available copies of unapproved minutes or materials that are to be considered in executive session.
(i) Unless the organizational documents provide otherwise, the board may meet by participation of all board members by telephonic, video, or other conferencing process if:
(i) The meeting notice states the conferencing process to be used and provides information explaining how unit owners may participate in the conference directly or by meeting at a central location or conference connection; and
(ii) The process provides all unit owners the opportunity to hear or perceive the discussion and to comment as provided in (e) of this subsection.
Washington State - RCW 42.30.110 - Executive Session (WA Open Public Meetings Act)
The most relevant portions of this statute have been excerpted to provide additional context for confidential material.
(1) Nothing contained in this chapter may be construed to prevent a governing body from holding an executive session during a regular or special meeting:
(a)(ii) To consider, if in compliance with any required data security breach disclosure under RCW 19.255.010 and 42.56.590, and with legal counsel available, information regarding the infrastructure and security of computer and telecommunications networks, security and service recovery plans, security risk assessments and security test results to the extent that they identify specific system vulnerabilities, and other information that if made public may increase the risk to the confidentiality, integrity, or availability of agency security or to information technology infrastructure or assets;
(b) To consider the selection of a site or the acquisition of real estate by lease or purchase when public knowledge regarding such consideration would cause a likelihood of increased price;
(c) To consider the minimum price at which real estate will be offered for sale or lease when public knowledge regarding such consideration would cause a likelihood of decreased price. However, final action selling or leasing public property shall be taken in a meeting open to the public;
(d) To review negotiations on the performance of publicly bid contracts when public knowledge regarding such consideration would cause a likelihood of increased costs;
(f) To receive and evaluate complaints or charges brought against a public officer or employee. However, upon the request of such officer or employee, a public hearing or a meeting open to the public shall be conducted upon such complaint or charge;
(g) To evaluate the qualifications of an applicant for public employment or to review the performance of a public employee. However, subject to RCW 42.30.140(4), discussion by a governing body of salaries, wages, and other conditions of employment to be generally applied within the agency shall occur in a meeting open to the public, and when a governing body elects to take final action hiring, setting the salary of an individual employee or class of employees, or discharging or disciplining an employee, that action shall be taken in a meeting open to the public;
(h) To evaluate the qualifications of a candidate for appointment to elective office. However, any interview of such candidate and final action appointing a candidate to elective office shall be in a meeting open to the public;
(i) To discuss with legal counsel representing the agency matters relating to agency enforcement actions, or to discuss with legal counsel representing the agency litigation or potential litigation to which the agency, the governing body, or a member acting in an official capacity is, or is likely to become, a party, when public knowledge regarding the discussion is likely to result in an adverse legal or financial consequence to the agency.
This subsection (1)(i) does not permit a governing body to hold an executive session solely because an attorney representing the agency is present. For purposes of this subsection (1)(i), "potential litigation" means matters protected by RPC 1.6 or RCW 5.60.060(2)(a) concerning:
(i) Litigation that has been specifically threatened to which the agency, the governing body, or a member acting in an official capacity is, or is likely to become, a party;
(ii) Litigation that the agency reasonably believes may be commenced by or against the agency, the governing body, or a member acting in an official capacity; or
(iii) Litigation or legal risks of a proposed action or current practice that the agency has identified when public discussion of the litigation or legal risks is likely to result in an adverse legal or financial consequence to the agency;
(o) To consider information regarding staff privileges or quality improvement committees under RCW 70.41.205;
(p) To consider proprietary or confidential data collected or analyzed pursuant to chapter 70.405 RCW.
(2) Before convening in executive session, the presiding officer of a governing body shall publicly announce the purpose for excluding the public from the meeting place, and the time when the executive session will be concluded. The executive session may be extended to a stated later time by announcement of the presiding officer. The announced purpose of excluding the public must be entered into the minutes of the meeting...
Additional State Requirements for Meetings
Arizona Condominiums ARS 33-1248
A. Notwithstanding any provision in the declaration, bylaws or other documents to the contrary, all meetings of the unit owners' association and the board of directors, and any regularly scheduled committee meetings, are open to all members of the association or any person designated by a member in writing as the member's representative and all members or designated representatives so desiring shall be permitted to attend and speak at an appropriate time during the deliberations and proceedings.
The board may place reasonable time restrictions on those persons speaking during the meeting but shall permit a member or a member's designated representative to speak once after the board has discussed a specific agenda item but before the board takes formal action on that item in addition to any other opportunities to speak.
The board shall provide for a reasonable number of persons to speak on each side of an issue.
Persons attending may audiotape or videotape those portions of the meetings of the board of directors and meetings of the members that are open. The board of directors of the association shall not require advance notice of the audiotaping or videotaping and may adopt reasonable rules governing the audiotaping or videotaping of open portions of the meetings of the board and the membership, but such rules shall not preclude such audiotaping or videotaping by those attending, unless the board audiotapes or videotapes the meeting and makes the unedited audiotapes or videotapes available to members on request without restrictions on its use as evidence in any dispute resolution process.
Any portion of a meeting may be closed only if that portion of the meeting is limited to consideration of one or more of the following:
1. Legal advice from an attorney for the board or the association. On final resolution of any matter for which the board received legal advice or that concerned pending or contemplated litigation, the board may disclose information about that matter in an open meeting except for matters that are required to remain confidential by the terms of a settlement agreement or judgment.
2. Pending or contemplated litigation.
3. Personal, health or financial information about an individual member of the association, an individual employee of the association or an individual employee of a contractor for the association, including records of the association directly related to the personal, health or financial information about an individual member of the association, an individual employee of the association or an individual employee of a contractor for the association.
4. Matters relating to the job performance of, compensation of, health records of or specific complaints against an individual employee of the association or an individual employee of a contractor of the association who works under the direction of the association.
5. Discussion of a unit owner's appeal of any violation cited or penalty imposed by the association except on request of the affected unit owner that the meeting be held in an open session.
B. Notwithstanding any provision in the condominium documents, all meetings of the unit owners' association and the board shall be held in this state. A meeting of the unit owners' association shall be held at least once each year. Special meetings of the unit owners' association may be called by the president, by a majority of the board of directors or by unit owners having at least twenty-five percent, or any lower percentage specified in the bylaws, of the votes in the association. Not fewer than ten nor more than fifty days in advance of any meeting of the unit owners, the secretary shall cause notice to be hand delivered or sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner. The notice of any meeting of the unit owners shall state the date, time and place of the meeting. The notice of any annual, regular or special meeting of the unit owners shall also state the purpose for which the meeting is called, including the general nature of any proposed amendment to the declaration or bylaws, any changes in assessments that require approval of the unit owners and any proposal to remove a director or officer. The failure of any unit owner to receive actual notice of a meeting of the unit owners does not affect the validity of any action taken at that meeting.
C. Before entering into any closed portion of a meeting of the board of directors, or on notice of a meeting under subsection D of this section that will be closed, the board shall identify the paragraph under subsection A of this section that authorizes the board to close the meeting.
D. Notwithstanding any provision in the declaration, bylaws or other condominium documents, for meetings of the board of directors that are held after the termination of declarant control of the association, notice to unit owners of meetings of the board of directors shall be given at least forty-eight hours in advance of the meeting by newsletter, conspicuous posting or any other reasonable means as determined by the board of directors. An affidavit of notice by an officer of the association is prima facie evidence that notice was given as prescribed by this section. Notice to unit owners of meetings of the board of directors is not required if emergency circumstances require action by the board before notice can be given. Any notice of a board meeting shall state the date, time and place of the meeting. The failure of any unit owner to receive actual notice of a meeting of the board of directors does not affect the validity of any action taken at that meeting.
E. Notwithstanding any provision in the declaration, bylaws or other condominium documents, for meetings of the board of directors that are held after the termination of declarant control of the association, all of the following apply:
1. The agenda shall be available to all unit owners attending.
2. An emergency meeting of the board of directors may be called to discuss business or take action that cannot be delayed for the forty-eight hours required for notice. At any emergency meeting called by the board of directors, the board of directors may act only on emergency matters. The minutes of the emergency meeting shall state the reason necessitating the emergency meeting. The minutes of the emergency meeting shall be read and approved at the next regularly scheduled meeting of the board of directors.
3. A quorum of the board of directors may meet by means of a telephone conference if a speakerphone is available in the meeting room that allows board members and unit owners to hear all parties who are speaking during the meeting.
4. Any quorum of the board of directors that meets informally to discuss association business, including workshops, shall comply with the open meeting and notice provisions of this section without regard to whether the board votes or takes any action on any matter at that informal meeting.
F. It is the policy of this state as reflected in this section that all meetings of a condominium, whether meetings of the unit owners' association or meetings of the board of directors of the association, be conducted openly and that notices and agendas be provided for those meetings that contain the information that is reasonably necessary to inform the unit owners of the matters to be discussed or decided and to ensure that unit owners have the ability to speak after discussion of agenda items, but before a vote of the board of directors or members is taken. Toward this end, any person or entity that is charged with the interpretation of these provisions, including members of the board or directors and any community manager, shall take into account this declaration of policy and shall construe any provision of this section in favor of open meetings.
Maryland Homeowners Association Act §11A–128
(a) A meeting of the board of directors may be held in closed session only for the following purposes:
(1) Discussion of matters pertaining to employees and personnel;
(2) Protection of the privacy or reputation of individuals in matters not related to the council of unit owners’ business;
(3) Consultation with legal counsel on legal matters;
(4) Consultation with staff personnel, consultants, attorneys, board members, or other persons in connection with pending or potential litigation or other legal matters;
(5) Investigative proceedings concerning possible or actual criminal misconduct;
(6) Consideration of the terms or conditions of a business transaction in the negotiation stage if the disclosure could adversely affect the economic interests of the council of unit owners;
(7) Complying with a specific constitutional, statutory, or judicially imposed requirement protecting particular proceedings or matters from public
disclosure; or
(8) Discussion of individual owner assessment accounts
(b) If a meeting is held in closed session under subsection (a) of this section:
(1) An action may not be taken and a matter may not be discussed if it is not permitted by subsection (a) of this section; and
(2) A statement of the time, place, and purpose of any closed meeting, the record of the vote of each board member by which any meeting was closed, and the authority under this section for closing any meeting shall be included in the minutes of the next meeting of the board of directors
VIEW: Montgomery County Resolution re: Definition of Common Ownership Community Meetings
VIEW: Montgomery County Common Ownership Community Manual & Resource Guide
