Can homeowner association boards hold frequent ‘emergency’ meetings?
Los Angles Times
By: Donie Vanitzian
25 September 2016
Question:
Over the past 10 years our homeowner association’s board has taken
action on items outside of regular board meetings. It seems that the
directors always have an excuse why they had to have a meeting and not
tell anyone. They are making decisions behind the backs of owners and
they say the manager gave them permission to do this.
When they are not convening outside of regular meetings, the board
conducts meetings by email. Whenever the manager wants to do something
that she should not be doing, she emails the board and says “I need a
unanimous answer right now.” She forces the directors to vote
spontaneously by email and to vote the way she wants them to.
How are owners supposed to know what’s going on if there are no minutes
for those meetings and the voting is by secret emails? It seems the
board is breaking the law. How can they get away with this?
Answer:
Board directors, not managers, run association meetings. Actions taken
at meetings that are not duly noticed are almost always prohibited.
There are extremely narrow exceptions to laws that bar this type of
behavior, and for good reason.
Your homeowner association provides a vehicle for the ownership, use
and management of common facilities, which were designed to attract you
to buy into a development. Titleholders have a vested interest in their
property and must be able to partake in its management and be told of
any risks to their investment. That is accomplished through attending
board meetings and requesting minutes of those meetings. It is for that
reason the law says these titleholders must look to the board as a
governing body for “control of the operation of the common areas and
facilities,” under Business and Professions Code section 11018.1.
Thus, boards cannot take action without a noticed meeting, since their
meetings are the only place owners are able to see this governance take
place firsthand and gauge the stability of their association’s
finances, as well as the reliability of the board’s decision-making.
The importance of live meetings is underscored by Civil Code section
4910, which prohibits boards from using electronic transmissions to
conduct a meeting without homeowners’ knowledge unless there is an
emergency.
An emergency board meeting may only be called if “there are
circumstances that could not have been reasonably foreseen which
require immediate attention and possible action by the board, and which
of necessity make it impracticable to provide notice,” according to
Civil Code section 4923.
In addition, all board members must file written consents to hold board
meetings electronically, and a record of the meeting must be available
to titleholders. The record must include a copy of those consents,
which can be given via an electronic transmission such as email, under
Civil Code section 4910.
If boards are regularly conducting “emergency” meetings without notice,
then they are admitting to being unable to foresee what regular actions
must be taken to maintain the operation of the association. If that is
so, they may not be qualified for their position.
What’s more, violating these laws could invalidate actions taken during
unauthorized meetings, and place board directors at risk of not being
indemnified by the association’s directors-and-officers insurance in
case of a lawsuit against the association.
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