ShamsN (California)
Posts: 2
Posts: 2
Posted:
It is generally being said that effective 1/1/2012, HOA directors will have to completely cease using e-mails for discussions on any “item of business” outside of a “meeting.”
My close review of the bill as well as the new code sections effective 1/1/2012 show that the new statute does not have any such prohibition.
A meeting has been defined as a physical congregation of directors or it is a teleconference. A board of directors may not discuss or take action on any item at a nonemergency meeting unless the item was placed on a meeting agenda. A meeting shall not be conducted via a series of e-mails.
What I read from it is as follows:
° Directors can not “take action” on any item of business outside of a meeting. Cal. Civ. Code section 1363.05(j)(1). [Notice that a restriction on “discuss” is missing here].
° A series of e-mails among the directors is not an approved form of a meeting. CCC section 1363.05(k)(2). THEREFORE, directors may not “take action” on items of business via e-mails. [AGAIN, Notice that a restriction on “discuss” is missing here].
° In a meeting, directors can discuss and take action on only those items that are on a published agenda. CCC section 1363.05(i)(1).
° NOW THEREFORE, IN MY READING OF THE NEW STATUTES, directors may “discuss” items of business over a series of e-mails. HOWEVER, any action will have to wait until a meeting.
Please comment.
Best,
Shams Naqvi
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REFERENCE NOTES:
SB 563 states the following goal, inter alia,: “… The bill would prohibit the board of directors from taking action on any item of business outside of a meeting. The bill would prohibit the board from conducting a meeting via a series of electronic transmissions, such as electronic mail, …). [SB 563 Legislative Counsel’s Digest, section 1, 2nd para].
Effective 1/1/2012, the new –
Cal. Civ. Code section 1363.05 (i)(1) will say: “Except as described in paragraphs (2) to (4), inclusive, the board of directors of the association may not discuss or take action on any item at a nonemergency meeting unless the item was placed on the agenda included in the notice that was posted and distributed pursuant to subdivision (f).
CCC 1363.05 (j) (1) “The board of directors shall not take action on any item of business outside of a meeting.”
CCC 1363.05(j)(2)(A) "the board of directors shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail ..."
CCC section 1363.05 (k) reads:
As used in this section:
(1) "Item of business" means any action within the authority of the board, except those actions that the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a majority of the directors.
(2) "Meeting" means either of the following:
(A) A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board.
(B) A teleconference in which a majority of the members of the board, in different locations, are connected by electronic means, through audio or video or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the association and otherwise complies with the requirements of this title. Except for a meeting that will be held solely in executive session, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend and at least one member of the board of directors shall be present at that location. Participation by board members in a teleconference meeting constitutes presence at that meeting as long as all board members participating in the meeting are able to hear one another and members of the association speaking on matters before the board.
My close review of the bill as well as the new code sections effective 1/1/2012 show that the new statute does not have any such prohibition.
A meeting has been defined as a physical congregation of directors or it is a teleconference. A board of directors may not discuss or take action on any item at a nonemergency meeting unless the item was placed on a meeting agenda. A meeting shall not be conducted via a series of e-mails.
What I read from it is as follows:
° Directors can not “take action” on any item of business outside of a meeting. Cal. Civ. Code section 1363.05(j)(1). [Notice that a restriction on “discuss” is missing here].
° A series of e-mails among the directors is not an approved form of a meeting. CCC section 1363.05(k)(2). THEREFORE, directors may not “take action” on items of business via e-mails. [AGAIN, Notice that a restriction on “discuss” is missing here].
° In a meeting, directors can discuss and take action on only those items that are on a published agenda. CCC section 1363.05(i)(1).
° NOW THEREFORE, IN MY READING OF THE NEW STATUTES, directors may “discuss” items of business over a series of e-mails. HOWEVER, any action will have to wait until a meeting.
Please comment.
Best,
Shams Naqvi
======
REFERENCE NOTES:
SB 563 states the following goal, inter alia,: “… The bill would prohibit the board of directors from taking action on any item of business outside of a meeting. The bill would prohibit the board from conducting a meeting via a series of electronic transmissions, such as electronic mail, …). [SB 563 Legislative Counsel’s Digest, section 1, 2nd para].
Effective 1/1/2012, the new –
Cal. Civ. Code section 1363.05 (i)(1) will say: “Except as described in paragraphs (2) to (4), inclusive, the board of directors of the association may not discuss or take action on any item at a nonemergency meeting unless the item was placed on the agenda included in the notice that was posted and distributed pursuant to subdivision (f).
CCC 1363.05 (j) (1) “The board of directors shall not take action on any item of business outside of a meeting.”
CCC 1363.05(j)(2)(A) "the board of directors shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail ..."
CCC section 1363.05 (k) reads:
As used in this section:
(1) "Item of business" means any action within the authority of the board, except those actions that the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a majority of the directors.
(2) "Meeting" means either of the following:
(A) A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board.
(B) A teleconference in which a majority of the members of the board, in different locations, are connected by electronic means, through audio or video or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the association and otherwise complies with the requirements of this title. Except for a meeting that will be held solely in executive session, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend and at least one member of the board of directors shall be present at that location. Participation by board members in a teleconference meeting constitutes presence at that meeting as long as all board members participating in the meeting are able to hear one another and members of the association speaking on matters before the board.