Help with interpreting board vs. special meetings

I'm new here and I'm a newly elected board member to an association that just turned over from declarant control. Our president is calling our first "board meeting" complete with an agenda. Some of the discussion topics are ACC requests (we haven't even chosen our 3rd, non board member, ACC person yet), Meeting rules, Insurance, Homeowner items, Bank signers, etc. I'm not sure that we can have this meeting without it being open to homeowners. I'll do my best to explain.

Revised Code of Washington (RCW) 64.38.035 Subsection 1 states "Special meetings of the association may be called by the president, a majority of the board of directors, or by owners having ten percent of the votes in the association. Not less than fourteen nor more than sixty days in advance of any meeting, the secretary or other officers specificied in the bylaws shall cause notice to be hand delivered or sent prepaid by first-class United States mail ... " Subsection 2 states "Except as provided in this subsection, all meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session.... "

Our bylaws have two Articles that address meetings: One article is titled 'meetings of members' and dicusses both annual and special meetings. It states that meeting notice shall be given not less than 14 days and not more than 60 days before such meeting. The other is title 'meetings of directors' and discusses regular meetings and special meetings. Special meetings can be called by the president or any director, with 3 days notice to the other directors. The meeting is held in the same place as regular meetings. The next subsection of the meetings of directors says 'open meetings' and says that all meetings of the board must be open for observation by all members (except for approved executive session) and minutes must be taken.

My confusion is that everything I'm reading says that ALL meetings of the board must be open to the membership. What I'm getting from this is that any meeting we have not open to the membership with proper notice means we cannot take any actions, make decisions or have an agenda. Does this sound right? Can any you clarify the difference between a regular/annual meeting where notice needs to be provided to members and a special meeting that only requires 3 days notice to board members?

When I tried to bring this to the attention of our president I was accused of having a 'personal agenda'.

Thanks so much in advance for reading my 'book' and helping to enlighten me. :-)

Tina, the Board represents the members (owners) and is empowered to make reasonable rules and regulations, conduct the associations business such as hire or contract out landscaping services, pool services, etc. They can do these things without votes from the membership at their regular or special meetings. Or, they can defer a potential rule or regulation for a vote from the entire membership, usually at the annual meeting, where the directors and the proposed budget require votes from the membership.

When a member of the association not on the board attends a board meeting, they may speak what is on their mind or propose a rule but they cannot vote on any of the motions that are before the Board. Some associations require notice of a BOD meeting so members can attend if they desire, others do not.

If members of the association (the owners) feel there is an issue important enough that it cannot wait till the annual meeting, a petition is usually presented to the Board in the form of a motion that has been signed by a percentage of the members that is stipulated in the by-laws (in your case, the number is 10% of the owners). Then the Board must allow the special meeting to take place, after the proscribed advanced notice, and all the members will be able to vote on the motion that is presented.

In other words, there are BOD meetings and members meetings and each is allowed to call special meetings if they desire, but members may only vote at member's meetings.

By the way, your President doesn't seem very knowledgeable on the subject, either.

Does this help?

Thank you so much for the replies everyone. I have an understanding of how the meetings take place; the board decides amongst themselves what will happen in the community and members are invited to observe, if we allow them a session to speak then so be it, etc.

What I'm having a problem with is that the president seems to think he can call a special meeting that the community doesn't have to be invited to observe. We just turned over from declarant control and in an email to me he called it a 'board meeting' with the agenda mentioned in my first post. When he first made mention of the meeting last week I emailed him the WA law as well as the snippet from the bylaws stating that we couldn't have the meeting without members being invited to observe. That's when he accused me of having a 'personal agenda'.

After I got the meeting agenda yesterday I spoke over the phone to him, again saying that we can't have a meeting without the homeowners present if we are going to take action or make decisions. He responded with 'I can call a special meeting with 3 days notice'. He seems to think the special meetings are exempt. I told him that the state law and bylaws say ALL meetings.

So, I just want to be sure I am interpreting the text of the state law and bylaws correctly in that we cannot have any meetings where we take action or make decisions without the homeowners invited to observe. Do I have that right?

Thanks again - I know this is another book, but I find it helps to be thorough in my descriptions and questions. :-)

Thank you, Thank you, Thank you! I think I now have my head wrapped around this because of your help. Just to recap:

Meetings of Members: they get to vote;
Meetings of Directors: we conduct business;
Special meetings (for directors): only signifies a different time/date than regular meetings but does not change the rule that it must be open to members;

In the Article that discusses board meetings there is a subsection titled open meetings and this describes that ALL meetings must be open and it describes the way to close for executive session. Our President was trying to tell me that it meant it was a 3rd type of meeting, (i.e. Regular, Special and Open meeting types).

I have been standing my ground, but he keeps fighting me on this and I started to doubt my interpretation of the law and bylaws.

I think you have a good grasp of the situation. I would note that you are not required to notify the membership of the scheduling of a special board meeting. Just that if someone knows about it they are allowed to sit and listen.

You can close for items in executive session and should do so. Then again, most of the time that will seem like an obvious thing.

I wouldn't fight him on the ability to call the special session to try and get things underway. I am also on a board just coming into owner control. As it happened, we a ACC submission that had been hanging for a few weeks and the owner was wanting something on it quickly. In our documents we are also required to have a board meeting within ten days of election.

Check your documents as most the president is elected by the board. If this is the case, then he isn't really president. But regardless, don't let him run the show. You are a board and it is a majority rule.

Thanks everyone for all the help - it's really cleared things up for me. I'm not sure how this will go since the 'special board meeting' with an agenda of normal business that the community was not made aware of is tonight. :-)

Tina
1) You CAN have a Board meeting without any general member residents in attendance - BUT they do have to know WHEN regular Board meetings are (Maybe you'll luck out and none will show up).

Since this is the first meeting, then this first meeting and all other meeting dates should have been announced somehow (either right after the election, in a newsletter, or on a bulletin board somewhere in the 14 days notice - especially for this first one.) After that, since they will be regular, you don't have to "announce" it all the time.

2) by objecting to this first board meeting, you forced the pres's hand to then call it a Special Meeting - in which there are MORE rules to follow.

3) So announce the darn regular meeting, and get on with the meetings!

4) I have a feeling this is going to be a long, hot summer for your Board.

I think at this first meeting the entire Board needs to be reminded about its obligations to the people they serve: the homeowner.

Discuss HOW you are going to notify homeowners about WHEN the Board meetings are and WHERE and WHAT the rights of the homeowners are at the Board meetings.

Try to get on the Agenda with the topic being: meeting notifications.

Kirk,

Sorry, but I strongly disagree with you. It IS a big deal -- a REAL BIG DEAL -- the board violates a state laws, especially knowingly. BTW, how can you have an open meeting w/o providing notice of the meeting? What? Does the board sit there and say, "Sure anyone is welcome to come; if they can figure out when we're meeting! Ha. Ha." Also, I do believe Tina "is" concerned about "doing right by her neighbors." Violating a state law is a big thing (at least to me!) I certainly don't understand how you can look at it so lightly. I could understand it if the board just didn't know about the law (they are new); however, from Tina's post, the board Pres is very arrogant and has the attitude he will do as he pleases -- law or no law. This type of attitude coming from the board pres is not something that should be tolerated!