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Subject: Impromptu Board Meeting - open meetings
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JudyM9
(Arizona)

Posts:39


09/26/2018 7:41 AM  
7 members on the board, quorum is 4, Arizona.

It is my understanding that no more than 3 directors can show up and/or participate in a committee meeting or other event, otherwise it becomes a quorum and subject to the open meetings act requiring prior notice and agenda etc.

Can anyone help me with the specific reference in the Arizona Revised Statute?

Many thanks
TimB4
(Virginia)

Posts:16050


09/26/2018 8:16 AM  
Which part of the statute (open meetings act) are you referring to?
SheliaH
(Indiana)

Posts:2318


09/26/2018 10:03 AM  
I would think it depends on the event. For example, ifthree board members show up at another person's house (non-board member) for coffee and there's no discussion of association issues, are you suggesting this is a meeting and therefore other people should be allowed to attend? A committee meeting isn't the same as a board meeting, because not everyone on the committee is on the board. those meetings should be limited to discussing whatever the board has chartered the committee to do and any recommendations or reports should be sent to the board and discussed at an open meeting.

Since you are asking what is or isn't Arizona law, you really need to go to a private attorney, since most of us aren't lawyers. You might also try seeing if the consumer protection division in your area (usually part of the attorney general's office) has some sort of public information brochures that summarize HOA law in your state - it would likely have something on what's considered a meeting.
DouglasK1
(Florida)

Posts:1281


09/26/2018 10:32 AM  
In Florida at least, more than a quorum of board members can be at an event without making it a board meeting. Here is what the statute says:
" A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business. " and "The provisions of this subsection shall also apply to the meetings of any committee or other similar body when a final decision will be made regarding the expenditure of association funds and to meetings of any body vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community."

Based on this, all of the board can meet or be at the same place for anything not association related. This would also include social events run by the association as long as directors do not "conduct association business".

As far as AZ, I don't have time to go searching, but you would need to see the exact verbiage of the relevant law, maybe it matches Florida's, maybe not.


Escaped former treasurer and director of a self managed association.
KerryL1
(California)

Posts:5957


09/26/2018 11:56 AM  
I think, Judy, that AZ is a lot like CA & FL. so I think that Douglas probably is right: "Based on this, all of the board can meet or be at the same place for anything not association [business] related. This would also include social events run by the association as long as directors do not "conduct association business." I also agree with him that you need to provide the exact verbiage of the law.

My HOA also has a board of 7. We have a Finance Committee. A director, the board treasurers, is chair. Another is on the FC. Our prez always attends as an ex officio member though non-voting). We asked our attorney about other directors attending since I almost always do.

Attending is fine, he wrote, but I may not participate. If I did, it would indeed be a "board meeting" subject to open forum (in CA), minutes for the membership to read, etc., per CA's Open Meeting laws.

JohnC46
(South Carolina)

Posts:7871


09/26/2018 12:00 PM  
Posted By JudyM9 on 09/26/2018 7:41 AM
7 members on the board, quorum is 4, Arizona.

It is my understanding that no more than 3 directors can show up and/or participate in a committee meeting or other event, otherwise it becomes a quorum and subject to the open meetings act requiring prior notice and agenda etc.

Can anyone help me with the specific reference in the Arizona Revised Statute?

Many thanks




Keep an eye on them they are doing things behind your back and also talking about you. Feel paranoid lately?
KerryL1
(California)

Posts:5957


09/26/2018 12:32 PM  
IMO, JohnC's remark is inane.

But I do wonder the reason(s) for your question. Care to share?
BillH10
(Texas)

Posts:294


09/27/2018 8:44 AM  
In the city in which we reside, I subscribe to meeting notifications from the Planning and Zoning Commission as a result of an attempted zoning change to a lot contiguous to our rear property line.

On the meeting notices, the following language appears before the Consent Agenda items are listed:

"Note: A quorum of the City Council may be present at the meeting described below. No City Council business will be discussed or take place during the Planning and Zoning Commission meeting."

While I am in no position to provide legal advice, common sense tells me placing similar words on meeting notices or agendas of committee meetings would go a long way toward addressing open meeting notice concerns.
RichardP13
(California)

Posts:3139


09/27/2018 4:26 PM  
Let me give my two cents.

Let's say the community has a parking issue they are trying to come up with solutions. It is purely a fact finding meeting and no action is going to take place. Purely for information gathering. Someone chairs the meeting, let's say the president. The rest of the board attends as homeowners. For two hours homeowners discuss problems and try to provide solution. The passages below are from California Civil Code. Action to me means at the end of the discussion a board is voting to set policy.

Case in point, an Annual Meeting. It is not a board meeting, it is a Member meeting, but does it now become a board meeting because all current board members are there?

“Board meeting” means either of the following:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.

“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 quorum of the board.
JudyM9
(Arizona)

Posts:39


09/29/2018 4:35 PM  
Paranoia! Yeah, well...... A recent minor dustup with a Finance Committee meeting. One director is chair and two other directors typically attend, making three board members in the room. The newest director has started to attend, making 4 directors in the room and therefore a quorum. The three tried to intimidate the fourth from attending as with four they could then only attend as observers and could not participate with comments or questions.

Separately, several board members were recently at happy hour together (we have a commonly owned bar). Suddenly they realized they better invite the new guy or be accused of having an improper, unscheduled board meeting. No, the new guy is not me! He is really reasonable and qualified, so not always included.

I remember reading what the statute was that caused the directors to have to revert to observers if there were 4 of them showing up to a committee meeting. I can no longer find where I read that.

Yes I know this is not a forum for attorneys, but some pretty knowledgeable people do check here.

GeorgeS21
(Florida)

Posts:811


09/29/2018 4:44 PM  
My take?

There was a Finance Committee meeting and a couple of directors attended - it is still just a Finance Committee meeting.

Do Board meetings in Arizona require notice to be a Board meeting?
KerryL1
(California)

Posts:5957


09/29/2018 4:51 PM  
We do have an HOA attorney's opinion as noted above, Judy, for exactly the same situation--a committee meeting when HOA business is indeed discussed. If AZ laws are different than CA yin this regard, but you can't find it and aren't sure, seek your HOA attorney's advice.

As most others have written above, a social event event, if HOA biz is not discussed and a quorum or more are chatting together, is fine. Please review the other replies again...?
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