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Subject: Board members role
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Author Messages
JanetB9


Posts:63


07/19/2021 9:07 PM  
The management company says that we are only Board members during HOA meetings we have quarterly and outside of that we are only homeowners and should be doing nothing as a Board members or we are breaking civil code here in Monterey California. Is that true? If it’s not, What can Board members do outside a Board meeting? We are a nonprofit condominium HOA.
MaxB4
(Maine)

Posts:701


07/19/2021 10:30 PM  
First thing, fire the management company! The management company works on behalf of the association. It sounds like they think they run the place. I happen to own a management company in California and know which side of the bread is buttered.
DavidD31
(Washington)

Posts:7


07/20/2021 12:41 AM  
That doesn't sound right. What use would the Board be outside the meetings?

https://hillcrestmgmt.com/understanding-hoa-vs-property-management-company/
JohnT38
(South Carolina)

Posts:646


07/20/2021 4:03 AM  
I can't help but think there is more to this story. Is it possible that what they are saying is that individual board members should not be making certain decisions by themselves outside of a board meeting?
MelissaP1
(Alabama)

Posts:10364


07/20/2021 4:28 AM  
You are an elected board member in your HOA 24/7 till your term is up. However, that doesn't mean you are not also a regular person/member. Your "job as board member" is usually enacted when your in a proper meeting to vote on things. It doesn't mean that you can't talk to each other outside of the meeting. Just can't cast votes or act as one outside the scope of when you are acting as a board at the appropriate meeting time.

I was President of the HOA but it did not count as a "meeting" if I ran into other members at Starbucks. There are actual people who believe if they see 2 - 3 board members together at a "grocery store" talking that consitutes as a "meeting". I think this is what the MC is tryng to convey. I think that is BS because you all live together and are still neighbors. Just don't make decisions together at the coffee counter.

Former HOA President
DouglasK1
(Florida)

Posts:1631


07/20/2021 6:04 AM  
I know my state has open meeting laws that do not allow a quorum of board members to gather and conduct HOA business outside of properly noticed meetings, it would not surprise me that CA is similar. So from that standpoint, the PM could be correct. Even so, there is nothing wrong with board members reviewing financials, working on properly approved projects, verifying that vendors are doing what they are supposed to, etc. outside of the meetings.

As others have said, the PM works for the association at the direction of the board, not the other way around. If you read your governing docs, you will find that the board and directors have responsibilities outlined there, I would not expect the PM have any. Ultimately, the board is the body with legal responsibility for running the association.

Escaped former treasurer and director of a self managed association.
CathyA3
(Ohio)

Posts:2154


07/20/2021 7:24 AM  
Posted By JohnT38 on 07/20/2021 4:03 AM
I can't help but think there is more to this story. Is it possible that what they are saying is that individual board members should not be making certain decisions by themselves outside of a board meeting?



I think John is right. The PM probably didn't express things well well, but is likely referring to California law that requires association business to be conducted only during open, properly noticed meetings (except for emergencies).

Can a board member take care of training or research in between meetings? Of course. And it's probably a good idea to avoid getting into one-on-one discussions of HOA topics with homeowners outside of meetings. No single board member speaks for the board, but even if you start your answer with "this is my opinion only", the homeowners will likely remember it as "the board says" especially if you're the president. If the homeowner has questions about stuff that has factual answers, direct them to the PM or to the community website - otherwise encourage them to put their concerns in writing for possible future action. (FWIW, not everyone agrees with me about one-on-one discussions outside of meetings.)
MaxB4
(Maine)

Posts:701


07/20/2021 8:27 AM  
While you may have a management company overseeing your day-to-day operation, the ultimate responsibility for running your association lies with its Board of Directors. You could have a Executive Committee set up by the board of less than a majority of the board that is given certain rights and responsibilities in between meetings.

These are some of the reasons why I would never live in an HOA again. I want to live where people are leaders, not puppets with handcuffs on.

JanineR
(Tennessee)

Posts:154


07/20/2021 9:20 AM  
Here's a link for action without a meeting in California

https://findhoalaw.com/no-action-without-a-meeting/
JackJ9
(Oregon)

Posts:98


07/20/2021 9:32 AM  
After the condo collapse in Florida, I think the most important thing for a board is to "get the job done". i.e., ensure that your building is properly maintained. Yes, there are rules to follow which should be done, but if a team of volunteers is effective at executing their responsibilities, that is the big thing.

I don't see how a building can effectively be maintained if association business is only discussed at board meetings and no decisions are made in between meetings.
MaxB4
(Maine)

Posts:701


07/20/2021 9:33 AM  
Posted By JanineR on 07/20/2021 9:20 AM
Here's a link for action without a meeting in California

https://findhoalaw.com/no-action-without-a-meeting/



Actually, meetings in California HOA's are defined as "same time and place"
KerryL1
(California)

Posts:8290


07/20/2021 10:45 AM  
Janet, for everything you want to know about CA HOAs, go to Davis-stirling.com and their excellent Index of topics. Start with Board of directors and you'll see your duties & limits.

Your bylaws also state the Board's roles. Read your CC&Rs, which add more.

I think, with a couple of others, the PM is saying the Board cannot take action (make decisions) outside of duly noticed meetings (as in FL, VA, AZ and others). CA is an open meeting state. I don't know about OR, where Jack seems to conduct a LOT of business online. T

Taking action online is against CA statutes, only can be done for emergencies. Ditto a quorum on directors gathering together may not make decision. In my HOA, we directors do socialize, but do not talk about upcoming HOA business.

With 200+ high units in 2 towers and a reserve study of 130 components, our board still is able to get things done. We do meet once a month and have special meetings fairly often. But we do not conduct HOA business behind owners' backs.
CathyA3
(Ohio)

Posts:2154


07/20/2021 11:25 AM  
State legislators generally decide whether to prioritize maximum transparency (open meeting states) or maximum flexibility (board meetings may be closed and action without a meeting is allowed at any time as long as the board members are unanimous and the decisions are documented in minutes).

There are trade-offs and consequences for both choices. Your opinion will probably be colored by your community's experiences. Do you have a history of the board operating in secret and not sharing information - in which case you'd prefer the laws requiring open meetings. Or do you have a well-organized group of troublemakers who are hamstringing ineffectual board members and nothing gets done - in which case you may wish that the board could just get on with it by themselves.

As Jack noted, requiring that all business be conducted in noticed meetings does slow down an already slow process. Based my experience in a closed meeting state, we had the most trouble remembering to document decisions made via email - I had to schedule it as monthly task or it would have gotten lost.

I wish there would be a workable middle ground between the two extremes, though, or a way to let boards move between extremes when necessary.
JackJ9
(Oregon)

Posts:98


07/20/2021 11:40 AM  
Posted By CathyA3 on 07/20/2021 11:25 AM
State legislators generally decide whether to prioritize maximum transparency (open meeting states) or maximum flexibility (board meetings may be closed and action without a meeting is allowed at any time as long as the board members are unanimous and the decisions are documented in minutes).

There are trade-offs and consequences for both choices. Your opinion will probably be colored by your community's experiences. Do you have a history of the board operating in secret and not sharing information - in which case you'd prefer the laws requiring open meetings. Or do you have a well-organized group of troublemakers who are hamstringing ineffectual board members and nothing gets done - in which case you may wish that the board could just get on with it by themselves.

As Jack noted, requiring that all business be conducted in noticed meetings does slow down an already slow process. Based my experience in a closed meeting state, we had the most trouble remembering to document decisions made via email - I had to schedule it as monthly task or it would have gotten lost.

I wish there would be a workable middle ground between the two extremes, though, or a way to let boards move between extremes when necessary.




I'm all in favor of open transparency, but don't see a volunteer group of people are expected to never use e-mail to make a decision yet effectively manage an association or building. If we only made decisions 1 time per month, or 1 time per quarter, it'd be hard to get things done. Ultimately, we'd be offloading a lot more decision making ability to our property manager which really isn't much different than making decisions by e-mail.

Can you imagine every time a gate breaks, leaving it broken for a month until a meeting is held? What about broken sprinkler heads? Should the decision to repair those also be made at the monthly meeting. How about a decision to direct a landscaper to replace a shrub that died? Our meetings would go on for hours and hours if every decision (maintenance and otherwise) was done by vote at a meeting.

On the other hand, I understand that big decisions like setting the 2022 annual budget, making the decision on $100,000 park renovation, or terminating the current landscaper and replacing with a new landscaper are decisions that need to happen during meetings. You get better conversation about these subjects at a meeting than you do by e-mail.

But little decisions like described above, especially maintenance tasks just to maintain the community, need to be made in between meetings if the community stays looking sharp. I just don't see any way to defer maintenance decisions to a monthly or quarterly meeting.
MaxB4
(Maine)

Posts:701


07/20/2021 11:41 AM  
I manage 50 properties with just over 2500 units. We actually take action every day of the week, and twice on Sundays.

The association have created and approved budgets with line items for maintenance and repair issues. If a sprinkler breaks, it gets fixed and expensed under irrigation repairs. If the front gate goes down, it gets fixed and expensed under gate repairs. If the pool vendors says they need more chloride tablets, it gets ordered and expensed under pool supplies. If a owner has a leak covered by the HOA, it gets fixed and expensed to plumbing repairs All these gets done by a board member or sometimes a homeowner calling or emailing a PM or vendor.

If the issue is a amending the rules, adding smart controllers to the community, maybe changing out all the gate operators, appointing a new directors, these get done in a open meeting, properly noticed to the members.

Do maintenance issues or repairs take place between meetings in urban, high rise buildings, without the board meeting?

KerryL1
(California)

Posts:8290


07/20/2021 5:01 PM  
Sure, Jack routine maintenance gets done all of the time here. But we have an on-site PM and to even meet online to fix a sprinkler head would never happen, or a gate lock, Orr when the spa water turns green. Couple of weeks ago the basket with the window washers in it crashed into a unit window n broke it. We, of course, did not have a Meeting or even an email meeting to fix it. (No one was hurt).

Curious: Is Oregon an open meeting state?

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