Board members may feel tempted to conduct an HOA informal meeting, especially if they wish to discuss matters before deciding at an actual board meeting. However, informal meetings are not always advisable. In some cases, they may even go against state laws. Board members should understand what actions are permissible to avoid exposing the association to potential liability.
In this article:
What Is an HOA Informal Meeting?
An HOA informal meeting is exactly what it sounds like — it is a meeting wherein board members discuss HOA matters outside of scheduled board meetings. A distinct characteristic of an informal meeting is that it does not typically come with a notice to members. If there is a quorum of board members and HOA matters are discussed, it constitutes an informal meeting.
In line with the above description, informal meetings can take place anywhere. Location does not matter. Whether the meeting occurs at a bar, a restaurant, or even just out on the street, as long as a quorum of board members and HOA business is discussed, it technically counts as a meeting.
Many board members participate in informal meetings, unknowingly or otherwise. Social gatherings are particularly common events where informal meetings happen. Because informal or “working” meetings are not always permitted by law or by the governing documents, participating in them can be a slippery slope.
HOA Formal vs Informal Meeting
The main difference between a formal and informal board meeting is the meeting notice and agenda. Scheduled board meetings are usually preceded by a notice of the meeting and a distribution of the agenda. More often than not, state laws also require board meetings open to homeowners.
With an informal meeting, all of that goes out the window. Due to their nature, a notice and an agenda do not precede informal meetings. They just happen. Moreover, informal meetings usually only consist of the HOA’s board members. In other words, homeowners don’t get a chance to attend or participate in them.
It is important to distinguish between an informal meeting and an executive session. While both are typically not open to homeowners, the former is not a scheduled meeting, while the latter is.
An executive session is a closed board meeting that usually occurs before or after the open board meeting. In executive sessions, board members discuss private or confidential matters related to the association. They still come with a notice and an agenda, albeit not as specific as the agenda for open board meetings. As such, homeowners know these sessions are happening.
Why Do Some Boards Meet Informally?
Since board meetings usually only call for a quorum of board members, these meetings are not difficult to push through. With this in mind, why do board members need to meet informally?
For most boards, their main reason for having informal meetings has to do with efficiency. They wish to have enough time to discuss the topics on the agenda. In doing so, they can think about the decision and then decide at the open board meeting. This system streamlines the process and makes board meetings much quicker.
While the intention is admirable, most experts do not recommend having informal board meetings. If board members have difficulty making decisions on the spot, they can move the item for discussion at the next meeting. This will give them time to consider the topic and come up with the right questions. Practicing informal or working meetings is dangerous because it removes homeowners from the picture.
Is an HOA Informal Meeting Legal?
Two things determine whether or not informal meetings are legal or allowed: state laws and the association’s governing documents.
Several states require HOAs to conduct open board meetings. With such a requirement, boards can’t hold regular board meetings without providing notice to members. Board meetings are meetings wherein there is a quorum of board members, and HOA-related matters are discussed. Calling them “working meetings” or “working sessions” does not change that.
One example of a state with open meeting laws is Florida. Section 720.303(2)(a) of the Florida Statutes dictates that board meetings must be open to all members. The only exceptions to this are meetings between the board and its attorney when discussing pending litigation. Similar laws exist in Arizona and California.
Other states don’t have open meeting laws. In these states, HOA boards don’t have to open their meetings to homeowners or association members. Of course, these HOAs should still check their governing documents. Some CC&Rs and bylaws require the board to have open meetings even if their state laws don’t require them.
If neither state laws nor the governing documents require open meetings, the HOA board should make it known to all members. Let homeowners know in advance that open meetings are not mandatory. This way, members will not question the board’s credibility.
Consequences of Illegal HOA Meetings
Board members should recognize which types of meetings are permitted and which are not. Even with the purest intentions, an informal board meeting can spell disaster for the association. While an informal meeting may seem harmless, it can be unlawful or a violation of the bylaws. An informal meeting can even be the basis of a lawsuit.
Homeowners associations are not immune to liability, and it is not uncommon for members to sue over an HOA’s actions. Even if an owner’s chances of winning the suit are slim to none, lawsuits can be time-consuming and deplete the association’s resources. They can also sow discord in the community.
Advice to All HOA Boards
All things considered, HOA boards should do their best to avoid informal or working meetings. Such meetings can happen accidentally or unknowingly, so board members should always stay alert. Avoid discussing HOA business outside of a scheduled meeting. Board members should respect the role of homeowners in the community and include them in discussions. An HOA informal meeting makes that impossible.
Managing an HOA community is not always easy. This is where Elite Management Services comes in. Call us today at (855) 238-8488 or contact us online to learn more!
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