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Subject: Board meeting rules in VA
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05/04/2021 5:02 AM  
Our membership and board is in dispute about Board meeting rules. Is there a site that clears this up for Virginia. Our board is 5 members, we are aware that three board members constitutes a defacto board meeting and we avoid that at all cost. Now a member has shared that having two board members meeting to have board discussions is legal but when you then have that same discussion with a separate board member, it become fuzzy. When we do this with the entire board, it's clearly illegal. How is the board to conduct business? The member quotes Sunlight as Justice Brandeis. Any thoughts? Thank you


05/04/2021 6:25 AM  
You posted this twice (it happens sometimes if your fingers slip and hit the enter button twice), so I'll answer it here.

What do your documents say - that's where you start. As you state three members would make a quorum for a board meeting, but it sounds like the two board members may have been discussing something in a casual manner - they can't make any decision by themselves because two isn't a quorum and if your documents call for open meetings, they still can't get together at someone's house or a bar and decide on whatever.

When I was on the board, there were a few occasions where I might discuss a general issue with another board member if I happened to see him or her around the community, but we never said hey, let's do X and then do it. At the next meeting, I might say something like, hey, John and I had a casual conversation about X, and here are a few approaches we thought of - what do you think? This would spark a conversation and sometimes that was the extent of it, or someone would make a motion to do something (it wasn't always based on our suggestions), the board would vote and that was that.

It's unrealistic to think board members or anyone else won't discuss association business outside a formal meeting, but for board members there should be an expectation that (1) you don't make decisions outside a regular board meeting without everyone there (2) there should a formal discussion about the issue during an open meeting and that's where you make motions and vote and (3) it's best to discuss issues in general terms, not specifics, otherwise, you might create the appearance of collusion, which is almost as bad as actually doing it.


05/04/2021 4:43 PM  
Tim will know in detail, but I think I recall that in VA a quorum of directors should not discuss upcoming agenda items outside of duly noticed meetings.

So, in your case, two would be OK. But adding a third later means you have a daisy chain "meeting," and you really shouldn't. Tim can correct me.


05/04/2021 6:32 PM  

Technically, if there is not a quorum then it is not a meeting.

However, as the references below outline, the clear intent of the open meeting statute is to preclude private board meetings. The manual goes on to say that even working sessions (discussions without any decisions being made) must be open to the members.

If one director is trying to circumvent the statute by having the same discussion with multiple directors, ethically, it shouldn't happen. I expect that the individual is simply passionate about the issue and trying to gather support or explain their position in a more relaxed environment. However, it should not be the same conversation with each director outside of a meeting.

As an option, my Association would send info out via email so board members could formulate questions to be asked at the next meeting. There would not be any discussion or answering of questions via email (unless it was an action without meeting). I would often write up a position on an issue and send it this way. Again, no discussion. Only an attempt at not making a meeting longer then it has to be.

It should be noted that these emails were also presented as a report at the meeting which was attached to the minutes.

I offer the following (although it's only a guide and not something that must be followed):

Fairfax County Community Association Guide 2020 edition. Board meeting info starts on page 25 (you can simply click the section in the table of contents)

Fairfax County Community Association Manual (earlier version of previous document. I think it was the first version and believe it gave better explanations.

Hope this helps,

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