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John F. Grannis: Homeowner association meetings

It’s The Law

Posted: November 12, 2009 8:35 p.m.
Updated: November 12, 2009 8:33 p.m.
 
A “meeting” of a homeowner association (HOA) board is defined as any congregation of a majority of board members, at the same time and place, to hear, discuss or deliberate upon HOA business.

Every association member is entitled to attend the public session of the HOA meeting and to speak at the meeting pursuant to a reasonable time limit. However, this right of public participation does not apply to executive sessions of the HOA board, at which the board may privately consider litigation matters, certain contract matters, member discipline, personnel matters and other matters as permitted by law.

The clearest example of an executive session matter is the discussion of pending litigation with the HOA’s counsel, which would constitute a confidential attorney-client communication.

State law requires that, unless the bylaws of an HOA provide for meetings at a fixed time and place (which they frequently do), association members must be notified of any meeting of the HOA board at least four days before the meeting.

An exception to the notice requirement is recognized for an emergency meeting, if there are circumstances that could not have been reasonably foreseen which require immediate attention and possible board action and which make such prior notice impracticable. Such circumstances may arise, for example, in the event of an unforeseen event that creates a dangerous condition requiring immediate repair in one or more HOA common areas.

The law provides for several possible methods of giving notice of an HOA board meeting, but in all events the notice must contain the agenda for the meeting. The agenda must set forth all of the topics to be addressed at the meeting, and the board may not discuss topics not on the agenda.

Consequently, the agenda should identify the topics to be addressed at the meeting with reasonable specificity.

The law requires that the minutes of every HOA board meeting must be available to association members within 30 days after the meeting. The minutes must be distributed upon request and upon reimbursement by the member for the cost of making such distribution.

It is sometimes suggested that the most cost-effective manner of distributing HOA meeting minutes is by posting them on the internet. However, although there may seem to be advantages to electronic posting of meeting minutes, there are, in fact, good reasons to limit their distribution to the traditional method of making physical copies of the minutes available. These include the following:

n Privacy: Minutes of HOA board meetings are private to the association. They are not public records, in that they are not required to be made available outside the association. While the law requires that meeting minutes must be made available to every association member upon request and reimbursement, Internet posting of the minutes would make them available to the general public at any time, and for free.

n Potential harm to the HOA: Board members are usually volunteers, and very few board secretaries are professional scribes. As a result, meeting minutes may contain mistakes or indiscreet comments. They may therefore contain errors or other information that may be considered either confidential or defamatory. The publication of such material on the Internet could potentially be harmful to the HOA. It could lead to unintended consequences ranging from litigation to reduced property values.

n Security: Once it becomes possible to post meeting minutes on a Web site — even a password-protected Web site — all sorts of mischief becomes possible. Content may be controlled by anyone who gains access to the Web site. Security against the posting of false or unwanted material may be very expensive, and it may not be completely foolproof.

For these reasons, despite the potential advantages of transparency and convenience, an HOA should be very careful to consider all the possible consequences of posting its meeting minutes on the Internet. Unless the association is confronted by the need to address unusual circumstances in the distribution of its meeting minutes, the long-term interests of the association may best be served by using the traditional method of distribution.

John F. Grannis is a partner with Poole & Shaffery, LLP, a law firm which provides general counsel and litigation services to businesses, community associations and management personnel. His column reflects his own views and not necessarily those of The Signal. “It’s The Law” appears Fridays and rotates between members of the Santa Clarita Valley Bar Association. Nothing contained herein shall be or is intended to be construed as providing legal advice.

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