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Subject: Open HOA Meeting Procedure
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RosalieJ
(North Dakota)

Posts:5


02/08/2020 3:23 PM  
I was recently elected HOA president of our 55+ condo community in New Mexico. On February 18 I will be conducting my first open HOA meeting and am not getting much help from our management association manager with regard to the process. At least what she says is not what they did, according to a holdover Board member.

During the past board tenure, they had a pre-meeting immediately prior to the open Board meeting at which homeowners were invited. At this pre-meeting is when actual discussion between the Board members occurred, complete with yelling and motions and voting. The open meeting was mostly just an opportunity for an open forum for the owners, during which the Board members had little, if anything, to say. When should actual business be conducted?

I understand any pre-meeting should be for the purpose of discussing sensitive matters such as members in arrears, etc. But should actual Board business be conducted then? Or maybe my understanding is incorrect.

At a pre-meeting, should there be a written agenda separate from the open meeting? Should Minutes be kept at this pre-meeting? Our Minutes get published on the management association's portal. If there are supposed to be Minutes of a pre-meeting, do they have to be placed on the portal as well? If yes, there goes any confidentiality. If no, is that legal?

I would really appreciate any suggestions about what we should actually be doing.

Thanks for any help!!!
RonS15
(California)

Posts:104


02/08/2020 4:08 PM  
interesting..i've never heard of a pre board meeting either... it
happens here in my HOA also....im interested in seeing the responses..
KerryL1
(California)

Posts:6871


02/08/2020 4:33 PM  
Well, Rosalie, I think you should start out with your bylaws to see what they say about board meetings. You also need to read what they say about "executive sessions." The latter are "closed" meetings that only directors attend. They're for confidential matters like fines, personal issues, and perhaps th formation of contracts when there's competitive bidding. They are not called "pre-meetings."

Yes, these executive sessions have their own agendas and minutes.

If your bylaws don't have much to say about the meetings, see NM's corporations codes. Open meetings vary somewhat from state to state so you need to see what they are in NM if your have statutes about HOAs. You have homework to do

It sounds like your PM might know more about how meetings should actually be conducted. Is s/he a certified property manager? If so, the PM should be very familiar with the open meeting statutes in your state and in your bylaws.

In general, they are for owners to attend and ALL discussions, deliberations and votes should take place in them in front of owners for whom these meeting are "open." The statutes or your bylaws might say that there must be a period during an open meeting with Owners may ask the board questions and make remarks to the board.

It sounds to me like previous boards have tried to hide their decision-making processes in these "pre-meetings."

So, there's a start for you.
RonS15
(California)

Posts:104


02/08/2020 5:20 PM  
Posted By KerryL1 on 02/08/2020 4:33 PM
Well, Rosalie, I think you should start out with your bylaws to see what they say about board meetings. You also need to read what they say about "executive sessions." The latter are "closed" meetings that only directors attend. They're for confidential matters like fines, personal issues, and perhaps th formation of contracts when there's competitive bidding. They are not called "pre-meetings."

Yes, these executive sessions have their own agendas and minutes.

If your bylaws don't have much to say about the meetings, see NM's corporations codes. Open meetings vary somewhat from state to state so you need to see what they are in NM if your have statutes about HOAs. You have homework to do

It sounds like your PM might know more about how meetings should actually be conducted. Is s/he a certified property manager? If so, the PM should be very familiar with the open meeting statutes in your state and in your bylaws.

In general, they are for owners to attend and ALL discussions, deliberations and votes should take place in them in front of owners for whom these meeting are "open." The statutes or your bylaws might say that there must be a period during an open meeting with Owners may ask the board questions and make remarks to the board.

It sounds to me like previous boards have tried to hide their decision-making processes in these "pre-meetings."

So, there's a start for you.




WUT DO U DO IF THEY ARE TRYIN TO HIDE???
KerryL1
(California)

Posts:6871


02/08/2020 5:39 PM  
I will not rely to any of Ron's posts.
MarkW18
(Florida)

Posts:476


02/08/2020 8:05 PM  
You might want to search on youtube.com.

They have some examples of good board meeting, bad board meetings and some that might include a few of the regulars here.

Worth a shot.
MelissaP1
(Alabama)

Posts:8997


02/08/2020 8:11 PM  
We always had open meetings. The list of what we had to cover was in our Articles of Incorporation. Word of advice is to ALWAYS refer to LOT#'s or addresses NEVER names. Names protects some kind of privacy. Plus it can embarrass some people.

Our meetings we had a big table where the board members sat. The other members sat in chairs in front of us. We would pass out the collection report amongst ONLY board members. We did not allow owner's input on collections or distribute that list. Everyone was referred to by Lot#. Our purpose was for people to see we were pursuing collections or were aware of reasons for non-collection. Members just needed to see we were taking actions. We had a policy of 6 months behind we liened 1 year behind we CONSIDERED foreclosure. So we only really discussed those going toward the 6 months range..

We handed out the expense reports to everyone. (If we had enough copies). That we would discuss what was spent and why. We then would move on to other potential expense issues to see if we could fit them into the budget. People could see the money we were dealing with to understand why a project isn't being done.

Also need to approve last meeting notes at some point. Those can be released after the meeting. Meeting notes don't get official until approved.

Be careful about allowing "free speech" periods. It's okay to make like a 2 minute open mike. Whatever your HOA is comfortable with. You don't want the meeting to get out of control but should have a period of time to listen to members. Not necessarily respond.

Also ALWAYS bring the CC&R's, By-laws, and Articles of Incorporation documents to EVERY meeting. If you don't have a fast answer, tell members you and the board will look it up in the documents BEFORE responding. If someone can't get that, then tell them you can't give them an answer until consulting. Don't make fast decisions.

Former HOA President
RosalieJ
(North Dakota)

Posts:5


02/09/2020 9:04 AM  
Very helpful responses, although I didn't get much from YouTube. The only reference to how Board meetings are to be conducted in our governing docs is a sample agenda. We'll follow that.
We will now hold "Executive Sessions" -- no more "Pre-meetings." Our first meeting is February 18. Would you like to know how it goes? I'll be glad to share if you do.
Thank you for your time and sharing your wisdom!
Rosalie
KerryL1
(California)

Posts:6871


02/09/2020 9:11 AM  
What Rosalie needs is the requirements for an "open meeting" in her HOA and her state. Some states, for example, require that posting an agenda for the next open board meeting in a place where all owners can see it xx days before the meeting.

How a particular board ran its meetings several years ago in a different state that may not even be an "open meeting state" may not meet Rosalie's requirements.
GeorgeS21
(Florida)

Posts:2032


02/09/2020 10:39 AM  
Rosalie,

Executive Session is an accepted term for a restricted meeting to handle protected legal or personnel issues - thing too private to be shared.

It sounds like you should consider structuring things like the generally accepted standards.

Board meetings should be open, so just have Board meetings.

Don’t have pre meetings ... just do all the business at the Board meeting.

Keep it simple.

Review RR of Order and run the Board meeting that way.

Perhaps rewrite your bylaws to reflect these general principles.
JohnC46
(South Carolina)

Posts:9121


02/09/2020 10:54 AM  
Rosalie

At a BOD meeting, only BOD Members are allowed to speak. Owners cannot speak during the meeting unless asked to by the BOD. Some associations has an open Q&A session prior to or after a BOD Meeting. This is when owb=ners can speak.

As others have said Executive Meetings (BOD MEMBERS ONLY) are to discuss private things like communication with your lawyer, personnel issues, late payers and and action to be taken, etc.
KerryL1
(California)

Posts:6871


02/09/2020 12:15 PM  
Are you saying, Rosalie, that your governing documents, your bylaws, maybe, have a sample board meeting agenda in it(them)?? Can you tell us the name of the document with the sample agenda in it? The agenda, by the way, won't tell you such things as whether a meeting agenda must be posted in advance, whether tings can be added to the af agenda during the meeting, etc. In CA, for instance, HOA boards cannot add items to open board meetings unless an emergency or is quite urgent and the board votes to permit it to be added.

As I wrote earlier, what's important is to see if NM has statutes about how "open meetings" must be conducted. Some states do like CA, AZ, FL and others. FL is stricter than most.

You can't reply on JohnC because he's speaking about SC. In some, perhaps many states, the open board meeting MUST include a period when Owners may speak; it's often called "Open Forum." It should be stated on your open meeting agenda. Most HOAs have it at the beginning of the meeting. we have one at the beginning and another at the end even though two aren't required in CA.
MelissaP1
(Alabama)

Posts:8997


02/09/2020 12:32 PM  
There is no right way or wrong way IMO. It's what the HOA will be comfortable with. It's going to be a process. No one way is more right than others. I just can say that our meetings were always open. Speech from members wasn't necessarily in some parts of the meeting.

I studied meeting taking. There are about 7 different methods. You can read up on them. I have a small book that details the different type of meetings. So how we held meetings was more of a facilitating aspect. My job was to facilitate what my HOA wanted. Didn't have to agree with it but my job was to make it happen. Plus was always open about it.

Will tell you it is VERY hard to be "open". I always say that the HOA's budget is like leaving your checkbook open on the dining room table. Everyone can see it and wants to decide how to spend it. We've been taught that we don't reveal our finances. So it's very hard to get over what we were taught and be open in budget sharing. I had to keep reminding myself 'It is NOT your money, it is EVERYONE's money". So everyone had a right to view them. Many board's like to keep finances close to the chest. Which gives off the whole "My board is hiding something" vibe. Once you get over that urge, it really does become an open book that people can trust.

Former HOA President
KerryL1
(California)

Posts:6871


02/09/2020 1:17 PM  
An "open meeting" is a NOT the same thing as you're talking about. "Open" board meetings are defined by statutes in many states. In those states, certain things are legally required before the open board meetings and during them. So....CA has a long detailed "Open Meeting Act" in its civil codes.So there actually IS a "right" and a "wrong" way.

The question for Rosalie is does NM have legislation about HOA board meetings? And, if so, what doe it say. Her HOA probably is c inoproated, so she m needs to look at NM corporations do does, too.

There are US states that permit "closed" HOA board meetings, where Owners do not have to be invited to attend. I think NY and PA are examples.

Running any meeting smoothly and productively is a whole different matter and is not what rosalie is asking about.
DeidreB
(Virginia)

Posts:31


02/09/2020 1:29 PM  
Check your state laws and By Laws for guidance on how to conduct Board and Association meetings.

In Va. for example we have a Property Owner's Association Act that mandates various aspects of association governance to include meetings.

Most HOA By Laws mandate selected items as well.

Make sure you do those things and where they conflict, I personally always advocate for following the more restrictive set of guidance.

In Va. my understanding is that emergencies notwithstanding, no HOA board should ever meet for any purpose without providing minimum notice with an agenda to board members and association members. The only other exception to emergencies is executive sessions but they should be announced as well with an agenda. Allowable topics for executive sessions in my state typically cover sensitive matters and are listed in th state law and By Laws.

If your state law and association By Laws do not address pre-meetings, I would avoid the practice and just have the Board or Association meeting and the executive session for those allowable sensitive matters.
WalterH4
(Indiana)

Posts:38


02/09/2020 1:55 PM  
Do any states actually prohibit the board members from talking about HOA matters in a non-meeting context? Can they send each other personal emails? And can those personal emails mention anything to do with the HOA? Can they debate with each other about their personal opinions on HOA management? If so, then it seems that these "pre-meetings" would be protected as well, as they could just be called "non-official communications", whereby no official/meaningful decisions can be reached.

The way I've always witnessed it, HOA boards communicate with each other adhoc most of the time about things, like "can you take the checks to the bank for me?" or "wanna help me take down the christmas lights?" or "can you submit the HOA garage sale add to the newspaper?" or even to debate their stance on selective enforcement. Are these types of communications prohibited in some states/HOA's?
GeorgeS21
(Florida)

Posts:2032


02/09/2020 2:35 PM  
Many states don’t alllow board members to meet with quorum to discuss community business ... if they do it is considered a board meeting and subject to community and state rules.

I believe email, text or calls between between various members does not constitute a meeting that must meet community and state restrictions or rules.
WalterH4
(Indiana)

Posts:38


02/09/2020 3:43 PM  
Posted By GeorgeS21 on 02/09/2020 2:35 PM
Many states don’t alllow board members to meet with quorum to discuss community business ... if they do it is considered a board meeting and subject to community and state rules.

I believe email, text or calls between between various members does not constitute a meeting that must meet community and state restrictions or rules.

I'd like to see such a law. It sounds absurd to me. Discussing the HOA might be something you do over drinks, if you are friends. It might just 'come up'... will the State punish you for this?

With 3 board members, any single discussion is always a quorum.... so even an email could be considered a quorum in this sense. What about chat? (WhatsApp or Skype or Facebook messenger?) Does the government presume to own all board member personal communications if they are with another board member? This all just seems like gross government over reach, if they are serious.

The way it's done here, is we have one official board meeting per month, or at any time we need to make a fast official decision. Then we post our minutes into a group chat, to note the attendees, and agenda, which is usually just some things for us to vote on. Then votes are cast, decision is reached, and meeting is ended. Now we have minutes that HOA members can request.

If HOA members want to attend the monthly board meetings, then we'll include them in the group chat only... where agenda is set, and votes are cast.

Otherwise, we have tons of non-meeting communications to debate our decisions, in chat. And we talk about other things too, since we're all friends. We do not treat our texts as minutes or something for HOA consumption.

The important stuff - the decisions - are all documented inside of explicit online meetings, with minutes. That way every decision we make is documented, and folks can see this. And this is FAR MORE transparency than was offered by the previous board members -- I'm still trying to get their board minutes -- it's been 3 months, and I haven't seen one yet.

I don't believe Indiana law requires us to do any more than this. I would hate to live in a state that actually did require more (not just in letter, but also in practice).
WalterH4
(Indiana)

Posts:38


02/09/2020 3:47 PM  
Posted By GeorgeS21 on 02/09/2020 2:35 PM
Many states don’t alllow board members to meet with quorum to discuss community business ... if they do it is considered a board meeting and subject to community and state rules.

I believe email, text or calls between between various members does not constitute a meeting that must meet community and state restrictions or rules.

You say "to discuss business"... do you really mean "discuss" or "decide"? If "discuss", I find that absurd. If "decide", then it makes sense. If at the pre-meeting, they are making no decisions, then this should be fine, IMO. Any law that would say this is illegal, seems absurd to me.
GeorgeS21
(Florida)

Posts:2032


02/09/2020 3:58 PM  
Florida is very clear.

If you have three board members and you get together to discuss the community, it is a Board meeting and requires notice to the community. If you have two or those three, it is a Board meeting.

If you bump into one another at the pool or in a bar, and the intention was not to meet snd discuss the community, then it isn’t a board meeting.

Email or electronic voting is not allowed.

From all I can tell, email and text (I insist on email as it is easily discoverable and sharing is clear) does not constitute a meeting because no decisions can be made.

This is big person, fiduciary stuff ...
WalterH4
(Indiana)

Posts:38


02/09/2020 4:13 PM  
Posted By GeorgeS21 on 02/09/2020 3:58 PM
Florida is very clear.

If you have three board members and you get together to discuss the community, it is a Board meeting and requires notice to the community. If you have two or those three, it is a Board meeting.

If you bump into one another at the pool or in a bar, and the intention was not to meet snd discuss the community, then it isn’t a board meeting.

Email or electronic voting is not allowed.

From all I can tell, email and text (I insist on email as it is easily discoverable and sharing is clear) does not constitute a meeting because no decisions can be made.

This is big person, fiduciary stuff ...

So you can group chat all you want about HOA stuff, and Florida is ok with that? Or if you just meet for drinks, but then the discuss HOA stuff that is OK too? (because it wasn't your original intent)
JohnC46
(South Carolina)

Posts:9121


02/09/2020 4:23 PM  
Posted By WalterH4 on 02/09/2020 1:55 PM
Do any states actually prohibit the board members from talking about HOA matters in a non-meeting context? Can they send each other personal emails? And can those personal emails mention anything to do with the HOA? Can they debate with each other about their personal opinions on HOA management? If so, then it seems that these "pre-meetings" would be protected as well, as they could just be called "non-official communications", whereby no official/meaningful decisions can be reached.

The way I've always witnessed it, HOA boards communicate with each other adhoc most of the time about things, like "can you take the checks to the bank for me?" or "wanna help me take down the christmas lights?" or "can you submit the HOA garage sale add to the newspaper?" or even to debate their stance on selective enforcement. Are these types of communications prohibited in some states/HOA's?




I have always had the attitude that BOD Members can discuss, chat, Email, etc. about anything at anytime but they must vote in public. That is the way it is in SC as SC always leans toward the corporations versus try and rule them. SC laws are full of "unless your Bylaws say otherwise".
GeorgeS21
(Florida)

Posts:2032


02/09/2020 4:24 PM  
I don’t group chat. I inform and solicit perspectives via email.

I think this where the adult and fiduciary terms apply.

If you are a Board member, you must consider the reality and the optics of what you do. If your other two board members are your buddies and you meet for drinks all the time - or dinner - then the appearance becomes a factor.

I think Florida and Florida are pretty thoughtful about the way they constructed their statutes ... they require everyone to be open and transparent.
GeorgeS21
(Florida)

Posts:2032


02/09/2020 4:47 PM  
Gah - meant Florida and California ... probably should include Virginia , too.
WalterH4
(Indiana)

Posts:38


02/09/2020 4:51 PM  
Posted By GeorgeS21 on 02/09/2020 4:24 PM
I don’t group chat. I inform and solicit perspectives via email.

I think this where the adult and fiduciary terms apply.

If you are a Board member, you must consider the reality and the optics of what you do. If your other two board members are your buddies and you meet for drinks all the time - or dinner - then the appearance becomes a factor.

I think Florida and Florida are pretty thoughtful about the way they constructed their statutes ... they require everyone to be open and transparent.

Optics mechanics are universal no matter where you live. I get that.

I wasn't asking here what your practice is; you sound like a dream-come-true; I'll bet your HOA loves you for it.

What I'm asking you is if Florida says it's ok to discuss whatever you want via chat or phone, and that if you happen to meet up for drinks or bowling, and then side track onto HOA discussions does Florida law prohibit this? And lastly, does Florida allow you to record someone else in public without notifying them? (audio)

Mostly, I'm wondering if Florida *actually* has these absurd laws (which govern discussion, not just decision-making), and if they do, I'm wondering if they are actionable. (i.e. if you can't record board members without notifying them, then pretty much they'll be safe to meet for drinks and discuss what they want, or even to meet at each other's homes, and just say "it's for personal reasons", and then discuss what they want) And if there are laws that aren't really actionable, then I'd argue that "Florida statutes are not thoughtful" if they mandate stuff that is overreach and non-actionable. IMO, you should limit laws to actionable offenses, mostly.
WalterH4
(Indiana)

Posts:38


02/09/2020 4:53 PM  
If Florida prohibits HOA talk in person, but not via group chat or phone -- then what's the point of this law? So you can just have 3-way audio discussions online, instead of meeting in person, and do all the talking you want. Why would this be treated differently than meeting in person? That's a giant loophole rendering the in-person law as sorta useless, IMO.
WalterH4
(Indiana)

Posts:38


02/09/2020 4:54 PM  
And so this HOA who wants to have a pre-meeting, if someone complains -- will just be forced to do it online via group chat instead. So what's the point of this law?
DeidreB
(Virginia)

Posts:31


02/09/2020 5:45 PM  
Hi Walter -- I still havent learned how to properly use the quote feature here....

Yes it is very common for board members to exchange emails and speak briefly about updates or provide info for ongoing projects, give POC info for contractors, etc.

But, the law is pretty clear that whenever a board meets in quorum physically or electronically or via phone) an announcement must be sent out with agenda and minutes to follow. And an Open Forum must be provided for members.

Of course if boards do informal meetings from time to time it isn't a problem until someone does something that triggers a complaint which then yields an audit trail of meeting procedures.

When there is a complaint about something fairly serious, the lack of open meeting procedures can potentially be an additional process issue the HOA must address.

For me, I find the open meeting process to be a nice "check and balance" for the homeowner to ensure transparency and accountability.

Deidre
GenoS
(Florida)

Posts:3545


02/09/2020 5:47 PM  
The point is that when boards meet to discuss the business of the association, that all such discussions be open to the members. For years, FS 720.303(2) said,

"A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business. Meetings of the board must be open to all members, except for meetings between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege."

The meaning of the word "gather" came under scrutiny. Last year the statute was amended to pre-pend the above with,

"Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail."

Many have questioned the wisdom of that change since it allows directors to concoct all sorts of plans and schemes over email while leaving only the final vote on the plan/scheme to be held at the actual board meeting. The change didn't do anyone any favors. Of course allowing directors to arrange "small" things via email is a good idea. Running errands, making phone calls to vendors, etc. can happen more efficiently if directors are allowed to communicate and co-ordinate their actions through email.

The problem is the amended statute leaves it up to the directors what constitutes "minor" things. Boards can now shield most of their activities behind a wall of silence where the homeowners are concerned. There was an outcry of sorts that the language adopted was a bad development for the forces of openness and transparency.

The Florida legislature has never been known for its intellectual rigor. There's not even a provision that these "minor" communications need to be memorialized in writing anywhere.
GeorgeS21
(Florida)

Posts:2032


02/09/2020 6:02 PM  
FS 720 is pretty inclusive. Certainly not absurd.

I would not allow a group telecon, or VTC, of Board members, unless it was open to members, and properly noticed - because it would be a Board meeting. In reality, Boards have meetings at a location - Board members can call in.

Recording of Board or annual meetings is permissible by any member ... since it’s permissible, it doesn’t matter if is announced, or the device is hidden - it is open.
BenA2
(Texas)

Posts:560


02/09/2020 8:34 PM  
I would just add that if these meetings are executive sessions and allowed, you do not necessarily have to have an agenda and minutes. We can only have an executive session as part of an open meeting. When we come out of executive session we make an announcement about what was discussed generally (and anything required by law such as expenditures) and that information goes into the minutes of the regular meeting, all in accordance with our state law.

As with anything, it depends on your CC&Rs and Bylaws, and state law.
MarkW18
(Florida)

Posts:476


02/09/2020 8:37 PM  
Posted By GeorgeS21 on 02/09/2020 6:02 PM
FS 720 is pretty inclusive. Certainly not absurd.

I would not allow a group telecon, or VTC, of Board members, unless it was open to members, and properly noticed - because it would be a Board meeting. In reality, Boards have meetings at a location - Board members can call in.

Recording of Board or annual meetings is permissible by any member ... since it’s permissible, it doesn’t matter if is announced, or the device is hidden - it is open.



Curious Georgie, what do Florida statues have to do with New Mexico?
BenA2
(Texas)

Posts:560


02/09/2020 8:42 PM  

Of course if boards do informal meetings from time to time it isn't a problem until someone does something that triggers a complaint which then yields an audit trail of meeting procedures.



Just be sure that your "informal meeting" is not a meeting as defined by your state law. In some states, three board members discussing association business is a meeting and must be open and have the proper notifications.
WalterH4
(Indiana)

Posts:38


02/10/2020 5:22 AM  
Well I'm glad for Indiana, not being so strict. If we had to abide by all those rules, we'd have more difficulty getting volunteers to be on the board.

Here's what our state law says about all this: "In addition to the right to inspect the meeting minutes of the homeowners association board, a member of a homeowners association has the right to attend any meeting of the homeowners association board"

But Indiana doesn't specify what constitutes a meeting. Our ByLaws call for a monthly board meeting with minutes, and so we stick with that. All other communications are not considered a meeting, and so we can discuss/debate as needed to arrive at our conclusions. Then we have the official meeting and simply document the topics, votes, and decisions for all to see.

This doesn't even require that we send out board meeting notices. If HOA members want to attend, they'll need to request from us the meeting times.

The previous board, that ran for decades, adhered to the following practices:
1. Even if you requested "who voted for what" for any board decision made, they're answer was "we simply tell you what was decided per majority vote" (not even saying if it was 2 out of 3 or 3 out of 3).
2. We're the new board, and have been requesting the board minutes from the last 2 years ... still we have nothing. I think they might be concocting some minutes after-the-fact now, to give us... if anything.
3. Refused to show proxies, and claimed they were private.
4. Declared that they can ignore the vote of anyone "not in good standing", defined as "has one or more violations" (such as the wrong mailbox, or trash cans in plain site). Per this definition, only 30% of us were allowed to vote! (I got this decision overturned via the "threat of publicity" that I described elsewhere.)
5. Made a big purchase that didn't show up on the annual financial statement. (they pre-bought 24 mailboxes)
6. Wouldn't provide annual meeting minutes.
7. Sent out violation notices for 75% of our neighbors, for things that less than 20% of us wanted enforced.
8. Still demanded that we submit an ARC change request form even for small changes, and if you didn't, they'd send you a violation notice.

And so the new board's procedures for board meetings are compliant with Indiana law, and far more compliant than are the majority of HOA's in the state.

And most importantly, Indiana Law doesn't permit the board to make decisions in-the-dark. The only thing in the dark is "how we arrived at the decision via debate", and that is fine with us here in Indiana. We don't wish to constrict the board members ability to operate that much. We're fine to simply have monthly accountability and transparency on decisions made.
CathyA3
(Ohio)

Posts:737


02/10/2020 9:12 AM  
Posted By WalterH4 on 02/10/2020 5:22 AM
Well I'm glad for Indiana, not being so strict. If we had to abide by all those rules, we'd have more difficulty getting volunteers to be on the board.

Here's what our state law says about all this: "In addition to the right to inspect the meeting minutes of the homeowners association board, a member of a homeowners association has the right to attend any meeting of the homeowners association board"





Not sure how that works. When do you discuss confidential matters?

In Ohio, items that must be kept confidential - such as contract negotiations, personnel matters, or discussions about violations or delinquent accounts - take place during Executive Session. This is a separate meeting with its own agenda and minutes, and homeowners may not attend. On the other hand, Ohio is not an open meeting state, although many associations choose to hold open General Sessions.

We do have a lot of laws governing community associations. The most recent ones were passed basically to save homeowners from themselves - without the laws, associations were getting themselves into legal and financial trouble, even if their boards were responsible and trying to do the right thing (as they saw it). That's the trouble with leaving things up to board members' judgement - you end up with a lot of court battles that could have been prevented if the rules had been more explicit. Ohio lawmakers decided that the courts shouldn't be tied up with such things.
WalterH4
(Indiana)

Posts:38


02/10/2020 10:05 AM  
The confidential board meetings are held as needed. As of now, we have very few delinquent accounts, and we'll only discuss action on these quarterly, and have a special private meeting to do so, with private minutes.

It's common sense rules here, with just enough oversight to ensure boards can't make private HOA decisions with no oversight from the HOA itself. We are forced to have monthly oversight on the decisions made, but not on the discussions. This is the best balance, IMO.
SheliaH
(Indiana)

Posts:2947


02/10/2020 10:39 AM  
To Walter - interesting that your previous board wasn't very transparent on association activities, yet they ran "for decades" - what were the rest of you doing all that time? When people don't hold HOA boards accountable and vote them out when they get the notion they can do whatever because "we are the board and therefore we are", this is what you get. Glad to see your association came out of its stupor.

Personally, my community has never had issues with open board meetings or announcing them. All we did (and still do) is set a specific time and day of the month, such as 3rd Wednesday, 6:30 pm at the clubhouse. If you couldn't remember that or know how to use a calendar, you can check the website (where we post meeting minutes).

As far as the original question goes - sometimes, I think we overthink these questions, or I'm just fortunate in that the folks I worked with during my 10 years on the board behaved in an ethical fashion.
We had our disagreements and there were a few things that could have been addressed differently, but I'm glad that everyone understood that NOTHING the board does should ever be a surprise to homeowners. We didn't have issues with people attending because we didn't allow the meetings to become a free for all, and no one wanted to be there all night. Simply set some ground rules and announce them at the start.
Having a resident forum is helpful because that's how you can learn of emerging issues that need to be addressed. There will be times when an executive session will be needed, but they should be rare, and between working with your association attorney and reviewing your documents, you can establish a policy as to when they're warranted.

As for Indiana law, it was (and still is) a Wild West environment as far as legislation goes until 2009 when the HOA law was passed. Even that doesn't apply to everyone - the first part states it's applicable to new HOAs formed on or after July 1, 2009, OR HOAs established earlier can vote to be governed under the law. There are a few things I'd like to see, like the capability to levy fines. Technically, you can't do it because there was a court case eons ago that said this wasn't permissible because HOAs aren't a government agency like the health department. The law hasn't been updated and who knows if or when it will. Meanwhile, some HOAs do it anyway - I think you have to call it something else so it passes muster with the court (or whatever judge is looking at the case at the time).
WalterH4
(Indiana)

Posts:38


02/10/2020 11:08 AM  
Posted By SheliaH on 02/10/2020 10:39 AM
To Walter - interesting that your previous board wasn't very transparent on association activities, yet they ran "for decades" - what were the rest of you doing all that time? When people don't hold HOA boards accountable and vote them out when they get the notion they can do whatever because "we are the board and therefore we are", this is what you get. Glad to see your association came out of its stupor.

The HOA didn't really care. We had a lot of angry folks, but they didn't want to run for the board, so they only complained mostly behind closed doors. Those that did, ran and lost (due to the board's mysterious private proxies). And so when they lost, they just griped for a bit, and dropped it. No one really cared enough to usurp the throne, until I came along 2 years ago, and formed a coalition for a new board. When the meeting came, and we beat them by 5:1 on votes by proxy, they discarded our proxies and claimed their own victory once again. So I filed a Grievance Claim, and threatened to pass it around the neighborhood for others to see, if they didn't simply step aside for the new rightfully elected board members. And so they did, 24 hrs after reading the claim, the board was handed of to the new board.

They're good people, really. They really didn't think that what they were doing is wrong. They had an MC (unlicensed) who was mostly at fault here, and she was the one who threw out our proxies. So our board could claim innocence and indemnity to any alleged wrongdoing. I wasn't trying to prosecute them, but merely replace them. Now we have, all is well again.

We're only partially governed by the Indian HOA Act of 2009/2015 (revised). I'm glad for that. We are governed by the most important parts of it, which can prevent the biggest forms of abuse.
DeidreB
(Virginia)

Posts:31


02/10/2020 11:31 AM  
Hi Ben, just to be clear, I wasn't condoning "informal meetings." I was just addressing what I perceive to be the norm in many HOAs and responding to a few comments about the casual interaction that pops up from time to time. It is wrong and I agree with all here who advocate for open meetings. Any meeting that, virtual or otherwise, addresses association business and has a quorum, must be open and transparent with notice and agenda provided in accordance with state law and By Laws (whichever is stricter).

Admittedly I am a purist on this as are others on this thread. But in my current association we have board members who do work-arounds such as talking through spouses or neighbors or when bumping into each other, or via email, etc... It's wrong and I call it out whenever I see it. The owners deserve to have their HOA business addressed by law whether they ask for it or not.

A common retort I have received while advocating for my views on this is that it is inefficient for board members to put off minor decisions that everyone will agree to until the next board meeting. My response is usually, "Is it an emergency?" Or, "Why can't you just schedule an out of cycle board meeting to address this issue openly and give people notice and visibility on it?"

My views on this are not popular as you can imagine!
KerryL1
(California)

Posts:6871


02/10/2020 6:29 PM  
It's so interesting to learn about other states. In TX, for instance, from Ben's report, an executive session must be a part of a board meeting. The board must adjourn to ex. session. But if those matters are confidential, owner discipline or a personnel matter, and no minutes are taken, where is a record of the board's decisions??

In CA, we may do ex. session as in TX or they may be separate meetings all together. In CA the agenda for ex sessions must be posted two days in advance. Minutes must be taken. A summary of the meeting must be given, as in TX, at the next open meeting.

I haven't heard, though, as Ben says, that some states 3 board members can't discuss HOA biz outside of a meeting. That makes sense with a board of 5. but a board of 7 or 9?

I am in Deidre's purist camp and, true, not always popular. I agree with everything in her last post.
GenoS
(Florida)

Posts:3545


02/10/2020 9:27 PM  
Posted By DeidreB on 02/10/2020 11:31 AM
A common retort I have received while advocating for my views on this is that it is inefficient for board members to put off minor decisions that everyone will agree to until the next board meeting. My response is usually, "Is it an emergency?" Or, "Why can't you just schedule an out of cycle board meeting to address this issue openly and give people notice and visibility on it?"

My views on this are not popular as you can imagine!

I'm generally the same way. If something comes up unexpectedly that's not an "emergency", there's nothing to stop the board from posting a 48-hour notice that a special meeting will be held in President Xman's driveway at 10:00 AM on Thursday to discuss the broken thingamajig."

Situations similar to that have cropped up here maybe once or twice a year over the last 5 years. Suggesting a special meeting fills most directors with dread. They can't wrap their heads around the idea of a quick meeting (with minutes being taken, of course) as opposed to the full production of pledge of allegiance, approval of prior minutes, reports of the officers, agenda approval, unfinished business, new business, etc. etc. Unless all those things happen they have this idea that a "real" board meeting hasn't taken place.

There's nothing wrong with an impromptu board meeting when needed as long as there's proper notice given ahead of time.
CathyA3
(Ohio)

Posts:737


02/11/2020 5:18 AM  
I'm thankful that Ohio permits meetings by email, with the caveat that any actions must be approved unanimously and that a summary of these actions appears in the next board meeting's minutes.

What on earth are you supposed to do if you're faced with an emergency or situation that needs prompt attention, but the law says the board must meet in person with proper advanced notice? Just say "oh well, put a bucket under it, we'll get to it as soon as we can"...???

I do understand why the open meeting laws were enacted, and they make sense until suddenly they don't. If I as a board member am going to be held accountable for what happens on my watch, I don't want my hands to be unreasonably tied.
GenoS
(Florida)

Posts:3545


02/11/2020 2:07 PM  
The law is the law. Most states' laws will provide cover for boards to act in the face of a legitimate emergency.
MarkW18
(Florida)

Posts:476


02/11/2020 2:32 PM  
Posted By CathyA3 on 02/11/2020 5:18 AM
I'm thankful that Ohio permits meetings by email, with the caveat that any actions must be approved unanimously and that a summary of these actions appears in the next board meeting's minutes.


That is part of Corporation Code mostly used throughout the United States, listed in the Bylaws as Action without a Meeting. I am surprised more states haven't banned the practice as the vast majority don't follow the procedure, mostly that the actions taken aren't put into the minutes of the next meeting. So Boards continue to do things in secret.
JohnC46
(South Carolina)

Posts:9121


02/11/2020 3:06 PM  
Mark

Do not confuse emergency things that must be handled poste-haste with being secretive.

Good example. An HOA has rented out their Clubhouse to an HOA Member for his Daughter's Wedding Rehearsal Dinner. At 2pm a member of the BOD gets a panic call that the toilets in the clubhouse are not working. That BOD Member makes some panic calls to other BOD Members and no one responds.

My response to the plumber would be I (and I alone) authorize you the get it fixed immediately. Even if the plumber says I need cash or a credit card before I can get to work. I would say no problem. Do it. I will work it out with THE BOD later.

MarkW18
(Florida)

Posts:476


02/11/2020 4:20 PM  
Posted By JohnC46 on 02/11/2020 3:06 PM
Mark

Do not confuse emergency things that must be handled poste-haste with being secretive.

Good example. An HOA has rented out their Clubhouse to an HOA Member for his Daughter's Wedding Rehearsal Dinner. At 2pm a member of the BOD gets a panic call that the toilets in the clubhouse are not working. That BOD Member makes some panic calls to other BOD Members and no one responds.

My response to the plumber would be I (and I alone) authorize you the get it fixed immediately. Even if the plumber says I need cash or a credit card before I can get to work. I would say no problem. Do it. I will work it out with THE BOD later.




Why would I be confused?
KerryL1
(California)

Posts:6871


02/11/2020 6:35 PM  
Your example, JohnC, isn't an example of action without a meeting. It's a director acting on their own to handle an emergency.

Even in CA, our board can call an emergency meeting without notice to owners or handle such an emergency online with unanimous approval to fix the problem. This would be reported in the next regular meeting minutes.

I think this is the case in most if not all states.

But...in our high rise, we have an onsite engineer and we have 24/7 security who'd call the engineer is such a case and he'd come to do the fix or call a plumber. During the work day, our PM would call the appropriate tech to fix emergencies.

It's tougher on small HOAs with no onsite PM or engineer. The advice I've seen is that the board formally delegate various directors or officers to handle emergencies so no board meeting is needed.

Also the definition of "emergency" can be disputed. Once our former prez wanted us to take action without a meeting to permit our security officers to remove their sports coats during a hot spell....

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