New HOA boards often feel lost and confused when first taking on the job. This applies to board meetings, too. What exactly goes on in an HOA board meeting?
What Can Be Discussed in an HOA Board Meeting?
Generally speaking, most association matters can be discussed at an HOA board meeting, provided they are included in the meeting agenda and are not confidential topics. Anything outside of the agenda must be tabled and included in the agenda of the next meeting. This is to ensure that the meeting stays on track and board members have the time to mull over the new topics introduced.
Some of the items that can be found in the agenda and discussed during an HOA board meeting include but are not limited to:
- Maintenance issues
- Project details
- Bidding specifications for new vendors/projects
- Reviewing and discussing proposals
- Committee reports
- Financial statements
- Accounting reports
- Reserve funding
- Audits
- Special assessments
- CC&Rs enforcement violations
Typically, an HOA board meeting agenda will follow a set format that includes a call to order, roll calls, approval of last meeting’s minutes, officer and committee reports, action items, old business, and new business. Old business refers to any association matters previously discussed or ongoing activities. New business proposes new issues or items of discussion.
Before board meetings can take place, the HOA must first provide proper notice to the membership. This notice should include the meeting name, time, place, and agenda. The board must also distribute the notice according to the timeframe requirement stipulated in the governing documents.
How Often Should Board Meetings Occur?
The frequency of board meetings will depend on the association’s bylaws. There is no magic number that applies universally to all associations. Instead, board members should refer to their bylaws, which dictate how often to hold board meetings and when to hold them. For example, the bylaws may say that an association should hold board meetings on the first of every month.
Absent such a provision, it is best for the board to amend the bylaws to set a standard for board meetings. It’s generally ideal to hold a meeting every month or every two months to keep meetings short. When associations only hold board meetings once every quarter, issues can quickly pile up and become unmanageable. Additionally, by holding meetings often, the board can address issues more rapidly.
Can Homeowners Attend Board Meetings?
Board meetings are not secret meetings. They consist of two parts: an open session and an executive session. All members are free to attend the open portion of board meetings, as most governing documents specify.
Additionally, many states also have laws that mandate HOAs to allow homeowners to attend board meetings. California Civil Code Section 4925, for instance, stipulates that any member may attend the non-executive session of board meetings.
Renters, on the other hand, are generally not allowed to attend board meetings, though it will depend on the association’s bylaws. If the bylaws say that only homeowners can attend, then the board should not give renters access. The only exception may be if the homeowner/landlord designates the renter as their proxy.
Adjourning to Executive Session
The second part of board meetings is the executive session. During this session, the board adjourns the open meeting and moves to a closed meeting. Homeowners are not allowed to attend the executive session unless called upon by the board. The HOA manager may receive permission to attend executive sessions, too.
Items that may appear on the agenda and be discussed during executive sessions include:
- Personnel issues
- Member discipline (including private disciplinary hearings)
- Ongoing litigation
- Contract negotiations
- Delinquencies where the board uses the member names
Quorum Requirements
For a board meeting to proceed, the board must first establish a quorum. A quorum is simply the minimum number of members (in this case, board members) that must be present for actions to proceed. Without a quorum, the HOA board meeting can’t take place and the board must adjourn, rescheduling the meeting at a later date. The rescheduled meeting must also follow the notice and agenda requirements of the association as they appear in the bylaws.
Should an HOA Board Meeting Have an Open Forum?
Many states and governing documents require board meetings to have an open forum. An open forum, also known as a homeowner forum, is an allotted time during the meeting when homeowners can voice their opinions or concerns. In California, the Open Meeting Act requires HOA boards to permit any member to speak at any open board meeting. Similar laws also exist in other states.
Holding an open forum is important because it gives the board the opportunity to receive input from members. However, things can quickly spiral out of control if the board doesn’t place reasonable restrictions. For example, setting a time limit is a good way to prevent members from rambling on.
Keep in mind that the HOA board does not need to resolve or address the issues brought up during the open forum. In fact, it’s best if the board refrains from making promises. Simply acknowledge that the member has been heard and then defer the item for discussion at the next meeting.
All About HOA Board Meeting Minutes
Homeowners associations must take minutes at every meeting, be it an annual homeowners association meeting or a board meeting. Meeting minutes are valuable to an association because they allow the board and the membership to look back at past decisions and discussions. They come in handy when settling disagreements and misunderstandings, which can significantly limit legal disputes in the community.
Who Takes the Minutes?
The board secretary typically takes on the responsibility of taking the minutes of the meeting. However, the secretary may delegate the task to someone else. In this case, the secretary must still conduct a final review of the minutes before signing off on it.
Whoever takes the minutes, though, must remember the proper format of the minutes. The minutes are not a transcript; rather, they are a summary of the key issues discussed, actions taken, motions proposed and seconded, and votes cast.
Availability to Members
The minutes of the board meeting is one of the association records that the HOA must make available to members. Some states address how quickly an HOA must make these minutes available. For instance, California law requires boards to make minutes available within 30 days of the meeting. Absent such statutes, boards should refer to their bylaws for guidance. Members of the association can request the HOA for a copy of the minutes.
Can You Record HOA Board Meetings?
Some associations may find that recording board meetings pose certain advantages. But, it’s not always legal to do so. For instance, states like California, Pennsylvania, and Florida have two-party consent laws. In these states, all parties involved in the meeting must give their consent to the recording.
On the other hand, states like North Carolina, South Carolina, and Ohio have one-party consent laws. In these states, it is legal to record the meeting provided the one recording it is a party to the meeting.
Following Board Meeting Protocol
No board member wants to prolong meetings or hold unproductive ones. As such, it’s imperative to know the ins and outs of an HOA board meeting. This includes understanding the requirements set forth by state laws and the governing documents as they relate to notices, agendas, quorums, open meetings and forums, executive sessions, minutes, and recordings. Only then can board meetings truly flow smoothly.
Managing board meetings can come as a challenge, especially for first-timers. Call Elite Management Services today at (855) 238-8488 or contact us online to request a free proposal.
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