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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