WHAT CONSTITUTES A MEETING

Started by JoanneD1 • 19 replies • 1914 views

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JoanneD1 (Arizona)
Posts: 447

Posted:

I have read the Arizona Statute but I just want clarification on something please. Can a quorum of sitting board members gather to discuss a topic for purposes of discussion ONLY and then put forth a proposal to the Board of Directors at a regularly scheduled meeting? No final decisions will be made at that meeting other than a possible proposal. Does that meeting for discussion have to be posted to the general membership? Thanks again and ALWAYS appreciate the input from this good group.

BradP (Kansas)
Posts: 2,640

Posted:

yes...anytime board members get together to discuss association business whether there is action or not is a definition of a meeting. I am not sure on the quorum part of it, I believe it can be as few as 2 board members getting together.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Joanne:

If a quorum of directors plans to meet and discuss association business, it is a meeting and must be open to the members. If a quorum just happens to run into each other at the local Pizza Hut, the best course of action is to enjoy the food and not discuss business. The intent of the law is clearly to make meetings of the board open to the members and to allow them to speak at a meaningful time before a vote is taken.

BTW, the Arizona legislature recently amended the HOA open meeting law to allow directors to attend by telephone but retained the provision that a meeting could take place anywhere within the state. I envision a time when an HOA from Tucson announces a meeting in some remote place like Colorado City, probably a ten-hour drive. When the owners arrive they find a bank of speakerphones on a table with not a single board member physically present.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

I agree and disagree with you Bradp. I don't believe every conversation between board member's consitutes a "Meeting" even if business is discussed. Board members are you neighbors and friends too. Meaning that if I a board member was neigbhors with another board member, and we BOTH saw a situation of a violation together, we could talk about it together without meeting "meeting" terms.

Example: Me and my board member neighbor sees the non-BOD member across the street putting their trash can out on a Monday instead of a Wednesday for trash pickup. We realize our HOA doesn't have a rule in regards to when to take in or out trash cans. We talk to eachother and decide that this may be an item to put on the NEXT meeting's list. The discussion may include items of how, who, and what amount to charge for enforcement if the rule was to pass. Does this define as a "Board meeting?" NO. It's two neighbors who think there should be a rule on the matter and is giving it consideration and thought on how to approach and get the action done.

There's no reason why ANY member can not do the same thing. They want a rule but aren't board members, they can also discuss the matters amongst eachother to present to the board. Does that qualify that meeting amongst non-members a "Special meeting"? NO. It means that members are working together in the way the HOA was set up to do. That is decide amongst themselves and within the confines of the rules what enforcements/restrictions they want to have.

Think there is a fine line in defining a meeting and the oportunity to discuss matters to be better prepared when the open meeting comes. Otherwise, how would anything get decided if everything had to be discussed in one place, at one time, and with a group decision of people who barely know the rules or eachother?

Former HOA President

BradP (Kansas)
Posts: 2,640

Posted:

Quote:

Posted By MelissaP1 on 11/11/2011 7:19 AM
I agree and disagree with you Bradp. I don't believe every conversation between board member's consitutes a "Meeting" even if business is discussed. Board members are you neighbors and friends too. Meaning that if I a board member was neigbhors with another board member, and we BOTH saw a situation of a violation together, we could talk about it together without meeting "meeting" terms.

Example: Me and my board member neighbor sees the non-BOD member across the street putting their trash can out on a Monday instead of a Wednesday for trash pickup. We realize our HOA doesn't have a rule in regards to when to take in or out trash cans. We talk to eachother and decide that this may be an item to put on the NEXT meeting's list. The discussion may include items of how, who, and what amount to charge for enforcement if the rule was to pass. Does this define as a "Board meeting?" NO. It's two neighbors who think there should be a rule on the matter and is giving it consideration and thought on how to approach and get the action done.

There's no reason why ANY member can not do the same thing. They want a rule but aren't board members, they can also discuss the matters amongst eachother to present to the board. Does that qualify that meeting amongst non-members a "Special meeting"? NO. It means that members are working together in the way the HOA was set up to do. That is decide amongst themselves and within the confines of the rules what enforcements/restrictions they want to have.

Think there is a fine line in defining a meeting and the oportunity to discuss matters to be better prepared when the open meeting comes. Otherwise, how would anything get decided if everything had to be discussed in one place, at one time, and with a group decision of people who barely know the rules or eachother?

Melissa...that is fine if you disagree, just hope you don't end up in a court of law over it cause you will lose. below is a definition of a meeting and two board members who are neighbors who "happen" to run into each other and talk association business is a meeting, pretty cut and dried. Open meetings laws are designed and intended to give your members the opportunity to hear the discussion behind a decision. Having a "pre" meeting to have that discussion before your meeting so you are better prepared is a direct violation of the spirit and intent of that law. What you can do and what I do to prepare for a meeting is pass out the agenda to board members and give them a packet of material and ask them to review and be prepared to discuss at a meeting.

meeting [ˈmiːtɪŋ]
n
1. an act of coming together; encounter
2. an assembly or gathering
3. a conjunction or union
4. (General Sporting Terms) a sporting competition, as of athletes, or of horse racing

MelissaP1 (Alabama)
Posts: 13,836

Posted:

So as President of my HOA I can't actually talk or converse with any of the members of my HOA outside of a meeting? So my next door neighbor and I can't have a cup of coffee together in the morning to discuss "life" without being considered a violation of some law?

Like I said, there is a line between being a HOA BOD member/officer and just being outright HUMAN being. My pants get put on 1 leg at a time just like everyone else. So to define everything I do in terms of a BOD member/officer when I just live in a HOA is a bit much for me. It makes me shudder to think that I was the President who washed her truck in her front yard in a bikini for all those years and could have been considered "indecent exposure" violator...

Honestly, it gets to a point of paranoia when neighbors who are board members can't talk to one another even on a social level. It's like your forcing the BOD to live some kind of secret life behind closed doors so they don't give the appearance they don't do things behind closed doors? Where does that thinking begin to stop?

I encouraged discussions amongst everyone. My most useful tool was my 2 dogs. Walking those dogs allowed me to chat with most everyone in the HOA even if they were tenants, visitors, potential buyers, BOD members, or general members to know what my HOA really was and wanted. It was keeping a pulse on the neighborhood so that when meetings did happen, we could work together and get things done. I couldn't imagine NOT being able to do that as I learned so much from everyone on how to be a better president and understanding my HOA so much better. Let the people who feel your doing something behind closed doors feel that way...It's most likely because their door is closed with them in it when meeting times comes anyways...

Former HOA President

BradP (Kansas)
Posts: 2,640

Posted:

Let's not confuse the issues, two board members can get together and talk about whatever they want and whenever they want. However, if the conversation tilts to issues specific to the HOA then it is a violation. You can still walk your dogs and talk to all the members you want about any subject you want as along as they aren't board members.

SusanW1 (Michigan)
Posts: 5,202

Posted:

I envision it as:

Fred says, "Gee, Bob is putting his garbage out 2 days before pickup. It makes the entire subdivions look bad."
Sue says, "I agree, Do we have any regulations about that?
Fred: No.
Sue: I think I'll bring it up under New Business this week at the meeting.
Fred: Good idea. I'd like to be on the investigation committee.

This type of discussion is NOT a meeting. No decision was made except to bring it up at the next meeting.

As opposed to:

Fred says, "Gee, Bob is putting his garbage out 2 days before pickup. It makes the entire subdivions look bad."
Sue says, "I agree, Do we have any regulations about that?
Fred: No. Why don't you make a motion saying that garbage can't be placed out on the street before 24 hours ahead and I'll support it.
Sue: Good. I'll call Mike and Jane and explain our motion and get them on board so it's sure to pass. We can get this done by next week.

THAT would be conducting "business" outside of a meeting, IMHO.

JoanneD1 (Arizona)
Posts: 447

Posted:

THANKS SO MUCH FOR ALL THE DISCUSSION! It was the concern of a sitting board member now that wonders how anything gets accomplished if EVERYTHING has to be presented in a meeting setting but I guess the answer to that is to have less than a quorum of board members present for those discussions. Thanks so much for the discussion and Happy Thanksgiving to ALL!

JeffR7 (California)
Posts: 251

Posted:

Susan, you are right spot on.

In fact California just recently passed a law which will become effective Jan 1st of next year which pretty much states No Action Without a Meeting. It will put an incredible burden on board members, but it is what it is. As part of that law it was actually proposed (later revoked) to prohibit ANY conversations between board members outside of a meeting.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

You hit the nail on the Head Susan...No one says that Fred and Sue have to agree that rule should be approved. Sue may be against it but agrees it should be a meeting item. There's nothing being hidden or outside the scope of responsibility of the BOD members. The issue will be discussed openly when that time comes.

I had a rule about ideas presented to me no matter who the member was. That rule was "If you have a problem/issue, you MUST have a solution to resolve it". My job isn't to provide you with a solution. My job is to hear your problem/issue and work toward the solution you present to me. Keep in mind that solution may not be right. There just had to be a starting point and direction to work from. I had no problem if BOD members talked with eachother on an issue as long as they presented BOTH the problem and solution to the membership to consider. That would be the amount of meeting prior to the official meeting I don't see a problem with...

Former HOA President

DavidW5 (North Carolina)
Posts: 565

Posted:

Three of our board members (less than a quorum) meet every week with our general manager. This is NOT a board meeting since no quorum is present, and does not have to be announced to or open to the members

BradP (Kansas)
Posts: 2,640

Posted:

Quote:

Posted By SusanW1 on 11/11/2011 8:30 AM
I envision it as:

Fred says, "Gee, Bob is putting his garbage out 2 days before pickup. It makes the entire subdivions look bad."
Sue says, "I agree, Do we have any regulations about that?
Fred: No.
Sue: I think I'll bring it up under New Business this week at the meeting.
Fred: Good idea. I'd like to be on the investigation committee.

This type of discussion is NOT a meeting. No decision was made except to bring it up at the next meeting.

As opposed to:

Fred says, "Gee, Bob is putting his garbage out 2 days before pickup. It makes the entire subdivions look bad."
Sue says, "I agree, Do we have any regulations about that?
Fred: No. Why don't you make a motion saying that garbage can't be placed out on the street before 24 hours ahead and I'll support it.
Sue: Good. I'll call Mike and Jane and explain our motion and get them on board so it's sure to pass. We can get this done by next week.

THAT would be conducting "business" outside of a meeting, IMHO.

Susan...I would agree with your interpretation, you articulated much better than i did

CarolF (Florida)
Posts: 435

Posted:

In Florida, the operative word is QUORUM. If a quorum of the board get together and start discussing association business it would be considered a meeting.

TimB4 (Tennessee)
Posts: 21,047

Posted:

Joanne,

Can board members meet to work out a proposal to present to the Board for a vote?
The answer is yes. Typically, this would be done by a committee set up for that purpose.

Would this meeting need to be published to the membership?
Since AZ has open meeting laws - then the answer is yes

Here is a link to AZ 33-1804 which addresses open meetings.

CarolR11 (Colorado)
Posts: 2,563

Posted:

I agree with those who wrote that the key word is "quorum." On our board of 7, 3 directors may discuss association business outside of a noticed meeting. But 4 or us may not whether in person, online or by phone.

Our Finance Committee of 4 members contains 3 directors. Often the board president also attends and sometimes other directors too. So, there usually is a quorum of the board. These monthly meeting agendas are routinely posted 96 hours before the meeting so that any association member may attend. The Committee's last 3 meetings involved crafting our 2012 draft budget, which essentially is a "proposal" to the board.

BradP (Kansas)
Posts: 2,640

Posted:

I am not smart enough to know if it just applies to a quorum or not in Kansas...I do know our laws specifically state you can't use incidental or social gatherings to evade the open meeting law.

RichardW6 (Maine)
Posts: 13

Posted:

In Kansas, KSA 58-3821 is silent on whether a quorum of directors is required to open a Board of Directors' meeting to unit owners. This effectively means that any gathering of directors in which association business may be discussed must be advertised in advance, minutes recorded and distributed, and unit owners given the opportunity to join the discussion. The consequence is that directors must refrain from discussing any association business regardless of the purpose for the gathering unless they have complied with the open meeting requirement.

In our case, not stating a quorum requirement is probably a good thing. We're still under Declarant control; the Declarant holds two directorships out of the three authorized, and I hold the remaining position. Therefore, the Declarant by himself constitutes a quorum. So if a quorum was required, then I guess the Declarant could not talk to himself about association business without also violating the open meeting requirement! Obviously this is absurd, but some legislation lends itself to absurdity!!

RichardW6 (Maine)
Posts: 13

Posted:

As Rick Perry recently said, "Oops!"

My post above should have referenced KSA 58-4612 as the applicable statute, not KSA 58-3821.

LarryB13 (Arizona)
Posts: 4,099

Posted:

I just re-read the advice our attorney gave us several years ago on this topic. One thing he pointed out is that a quorum of directors may decide matters of association business while a gathering of less than a quorum cannot. It is for this reason that when a quorum of directors gathers to discuss association business it is considered to be a meeting of the board.

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