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Subject: Email Board Meetings
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RebeccaA6
(Arizona)

Posts:31


05/07/2019 9:58 AM  
We have an HOA president that thinks she is the only one who knows anything.

She has called a board meeting without any agenda and have not sent out the past meeting minutes.

I found where the open meeting law says agendas should be out in 72 hours and minutes in 10 days. Because only 5 of our 7 board members have email and we are the absentee owners, she is saying I called a board meeting.

It has come down to a war between the board members - the 5 in the subdivision and the two who are absentee land owners.

I am having sever trouble dealing with her and staying civil.

Suggesions?

Here is her answer and new threats:
Your email is a "board meeting"! 5 Directors = Quorum. You are discussing association business and didn't notify the membership.
You compound the issue failing to include all directors, wondering if they will even be informed, and by stating what bylaws should be followed and what board actions should be taken. You have repeatedly demanded that a single director make a decision for the entire board regarding something as important as bylaws! You instruct board members on what replies they should give when a landowner asks a question. This is exactly WHY there are 'open meeting' laws! Your email has to go on record as a meeting.

You've put the board in a really bad spot Becky. If we don't recognize that you have called a board meeting, we will all be complicit in violating the quoted statute.

Because you've opened this meeting and all directors were not notified, all directors will meet @ Person B's place at 1PM today to bring the directors that you didn't notify up to speed. We'll stick to your email as the 'Agenda'. As you point out, it is the boards duty to insure that we are in compliance. Going over your citations would prove enlightening as the new board figures out how a full fledged HOA should operate.

I've copies the HOA Act, Section 8 Nonprofit statutes, community documents for everyone, and newsletters to use as reference. We can access the Open Meetings Act & referenced civil codes online. You have stated that you and Eileen have corporation records and personal records available to you for reference. The HOA Act and Section 8 are also available online if you don't have a copy.

In an effort to remain in compliance with referenced statutes, the board offers opportunity for all directors to attend/continue Becky's email meeting at 1 PM today, and we will use the Agenda Becky put forth in the email below. Certainly landowners won't object to the board taking Becky's sage advice on such short notice, to learn what our responsibilities are with regard to compliance and protocols.

Please find attached: Agenda outlined by person A in an Agenda format. I will bring copies with me.

I look forward to everyone's participation at 1 PM today.

Person A, if you are unable to attend, be confident that your directions, objections and your knowledge of regulations and code will be duly noted.

BobB31
(Florida)

Posts:96


05/07/2019 10:21 AM  
If I'm reading this right, she seems to have a point, and I don't perceive any threats in the reply. If you sent an email to 5 of the board members, that does constitute a quorum and at least the initiation of a board meeting, that homeowners have the right to be included in. If you intended your email to only be suggestions for discussion at a future regularly scheduled meeting, you should have sent it only to the chairman, or whoever in your association sets the agendas for and runs the meetings.

The main problem in her reply is the lack of notification. As you say, homeowners require advance notice of a special meeting. I would suggest you attend and immediately move for an adjournment until proper notification is sent to homeowners that gives them a chance to attend.
RebeccaA6
(Arizona)

Posts:31


05/07/2019 10:37 AM  
My email was in reply to one she sent about a board meeting. We have asked to have an agenda from her more than 5 minutes prior to a meeting. We have not received any minutes either. Most of the land owners are absentee. The five of them have been meeting up there without informing anyone else of their meetings.

My email quoted Open Meeting Act and other laws. It also included items to be put on the agenda that she asked for.

I had to file a Cease and Desist against her earlier this year for her nasty, inflammatory emails to me. She cannot be called wrong, and has the others on the board scared of her and eating out of her hand.

So all of the email correspondence since she took over is in violation? What about the other two members who never get any of this information because they do not have email. Who is responsible to get that information out?
BobB31
(Florida)

Posts:96


05/07/2019 11:14 AM  
I'm a bit lost here. I thought you were "Becky". Is that the president's name as well as yours? If not, I'm completely lost.

In our association, all announcements are sent and posted by our Secretary. I don't have time to research the Arizona statutes, but in Florida, special meetings are called by the president who provides the description, location, date and time to the secretary who is responsible for sending the announcement out.
RebeccaA6
(Arizona)

Posts:31


05/07/2019 11:47 AM  
I am Becky. I just tried to keep the names out.

We do not get agendas or meeting minutes until about 5 minutes before the meetings. And then the minutes have to be read to all present and then discussed and approved. The secretary never gets them out on time. The President never gets an agenda out on time.

Because she didn't send one this time she used my email as an agenda for an improperly called email meeting.

She can never be wrong and does not really understand how things work.
ND
(PA)

Posts:300


05/07/2019 12:44 PM  
I suggest posting your actual email to her (redacted appropriately) that prompted her response that you did post. Indicate # Board Members of the total Board that each of you emailed (or replace names with "Member A", "Member B", etc.). What you posted is a bit confusing and we are only seeing one side of whatever is going on as well as your added interpretation of things. Tough for us to understand what is actually happening and provide thoughts/opinion.
RichardP13
(California)

Posts:3595


05/07/2019 12:56 PM  
I am not sure how an email is a Board meeting, just because an email was sent. In California, the legislators got something right for a change.

“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.

(b) A teleconference, where a sufficient number of directors to establish a quorum 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 act. 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 director or a person designated by the board shall be present at that location. Participation by directors in a teleconference meeting constitutes presence at that meeting as long as all directors participating are able to hear one another, as well as members of the association speaking on matters before the board.

Sorry, an email is NOT the same time and place. If an email is sent from California at 4 PM, I might receive it at 1 AM the following day in Venice, Italy and not respond until 10 AM Venice time, which would be 1 AM California time.

As far as sending agendas, I am a stickler for making sure agenda rules are followed. As far as minutes, make sure they are available at the meetings. I can't tell you the number of times minutes are sent ahead of time and NOBODY reads them.

If 5 of the Board has email addresses and two don't, you must informed the two that don't have emails of a meeting or you are not following corporation code. This is abused more than one can imagine.

Been there, Done that
RebeccaA6
(Arizona)

Posts:31


05/07/2019 6:21 PM  
It is a very length email. This email was sent out as information only. There are 7 board members and two do not have email. All correspondence has been held by email. We are a very small HOA, and it is hard to get anyone to serve. And now I know why!

I understand that people interpret things differently. I may be wrong in the way some of these things were quoted.

The main issue is the personal agenda that the chair (member A) has toward one of the other board members (member B). No matter what is suggested by member B it is spun to make member B look bad by member A, and make member A look good. But it also makes that member A act like a tyrant by the tone and comments.

The following is my original email.

Member C great job on the Expense Report. It covers everything that is necessary, especially with using the program to develop the report.

As far as a By Law Committee, this should be put on the agenda for the general meeting.

Agenda items - I would prefer that some on the board please do not tell land owners that I stepped down. I was voted out on a technicality, the board did not follow the current approved bylaws. Trust is becoming an issue.

By the way concerning bylaws. Member B we have asked several times which bylaws you have decided to use to run the association. The ones that the land owners voted on and approve or another set. We should be looking at the current approved 2017 set of bylaws.

So, if we are going to follow HOA laws to the letter, then we need to follow all of them. All general and board meetings should be announced to the association per the following homeowners act.

Per State of New Mexico House bill, second session, 2012 Home Owners Association Act – states in Section 12 that:

Context of bill being cited “not less than 10 not more than 60 days in advance of meeting.” And “All assocaiton members should be notified of the board meeting.”

We as a board should be receiving the minutes from the secretary and the agenda in a timely manner as indicated by the following rules and regulations. Just before the meeting isn’t per regulation and also isn’t fair to any board member. At this point they are very overdue according to several regulations. And it looks like they will not be able to be voted on this coming meeting because of the delay.

A draft of the past board meeting minutes should have been sent out 10 days after the meeting for review per New Mexico Open Meeting Act. Final meeting minutes are required 30 days prior to the next meeting. Neither has been done. We are not running the BHLOA like a small association anymore, it is being run as a full HOA, so we need to follow all laws, regulations and guidelines of an HOA.

The agenda should be sent out prior to the meeting so all members can prepare. Law states 72 hours. More time would be nice to be able to review it prior to the meeting and add items if necessary. I typically give at least a week prior to the meeting.

It is only fair to let all board members see the minutes and agenda prior to the board meeting and with more than 5 minutes advance notice. Unless there is a catastrophic reason or you have something to hide, the minutes should be able to get done in a timely manner and should never be read at meeting because they were not done on time.

Meeting minutes and agenda regulations:
From New Mexico research, a board meeting is considered to fall under the Open Meeting Act, a general membership or land owners meeting does not fall under this act.

Per New Mexico Open Meetings Act, Compliance Guide, Eighth edition 2015:
Section 10-15-1 Formation of Public Policy
F. Agenda
Context: Agenda 72 hour notice.

Per New Mexico Open Meetings Act, Compliance Guide, Eighth edition 2015:
Section 10-15-1 Formation of Public Policy
Board meeting minutes, minutes proposed for adoption (“draft minutes”), or a summary of the minutes, of any board meeting must be made available to the association’s members within thirty (30) days following the board meeting. (Civ. Code § 4950(a).)

TammyC3
(New Mexico)

Posts:49


05/09/2019 6:08 AM  
"We are a very small HOA, and it is hard to get anyone to serve. And now I know why!"

How long have you been on the board?

How long has this contentious, hostile, threatening director been on the board?

What positions did you hold?

How did you come to hold those positions?

What position does the new board member hold?

How did they come to hold their position?

Thanks in advance!










MelissaP1
(Alabama)

Posts:8184


05/09/2019 12:56 PM  
I have heard some people claim "Board meeting" if too many board members showed up at "Starbucks" together. It's kind of strange to me because you ALL live together! (or should if owner controlled). If I went to the pool and my other board members did too, was that then a meeting? Although admittedly did have meetings in the pool but they were at the dedicated time/day of a meeting. We live in Alabama and summertime we live in our pools...

My opinion if there aren't official signed/approved meeting notes taken by the Secretary then it's not a meeting. This includes electronic communications. If it can't be documented and approved, then it's just a "gathering".

Former HOA President
BobB31
(Florida)

Posts:96


05/10/2019 7:18 AM  
Posted By RichardP13 on 05/07/2019 12:56 PM
I am not sure how an email is a Board meeting, just because an email was sent.



In Florida, 720.303(2)(a), Florida Statutes, defines a board meeting as any gathering for the purpose of conducting association business by the members of the board of directors at which a quorum is present.
From this article by a Florida attorney:
" ... Chapter 720 does not prevent board members from socializing or require that a notice be posted every time a group of board members might want to go out to eat or play a round of golf. Instead, the law simply provides that a gathering of a quorum of board members where the members discuss HOA business or engage in discussions about the needs of the community must occur only in a properly noticed board meeting."

Where this is muddied IMO are cases where directors are also serving as officers. There is no requirement that meetings among officers be open so I would think that any claim by a disgruntled member that improper closed meetings where community needs was discussed were held could be answered by saying they were meeting as officers, not board directors. Would this hold water?
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