An agenda of items to be discussed or acted upon by the board at a board meeting must be included within the notice of meeting that is provided to the association’s members. (Civ. Code § 4920(d).) The only exception to the agenda requirement is in the context of emergency meetings where no notice is required. (Civ. Code § 4920(b)(1).)

Discussions and Actions Constrained by Agenda
In general, “the board may not discuss or take action on any item at a nonemergency meeting unless the item was placed on the agenda” included with the notice of meeting. (Civ. Code § 4930(a).) The content of the agenda is thus significant because the board is generally prohibited from discussing or acting upon items that were not placed on the agenda, subject to the following exceptions:

• A director or the association’s manager may briefly respond to statements made or questions posed by a person speaking at an open meeting. (Civ. Code § 4930(b)(1).)
• A director or the association’s manager may ask a question for clarification, make a brief announcement, or make a brief report of the person’s own activities, whether in response to questions posed by a member or based upon the person’s own initiative. (Civ. Code § 4930(b)(2).)
• A director or the board may provide a reference to, or provide other resources for factual information to, the association’s manager or other agents or staff. (Civ. Code § 4930(c)(1).)
• A director or the board may request that the association’s manager or other agents or staff report back to the board at a subsequent meeting concerning any matter, or take action to direct the manager or other agents or staff place a matter of business on a future agenda, or to direct its manager to perform administrative tasks that are necessary to carry out the requirements of Civil Code Section 4930. (Civ. Code § 4930(c)(2)-(3).)
• The board may act on emergency items, items requiring immediate action, and items that appeared on the agenda for the board’s previous meeting (discussed further, below). (Civ. Code § 4930(d).)

Emergency Items; Items Requiring Immediate Action; Items on Prior Agenda
In addition to the exceptions listed above, the board may take action on any item of business not appearing on the agenda under any of the following conditions:

• Emergency Situation. Upon a determination made by a majority of the board present at the meeting that an emergency situation exists. An emergency situation exists if there are circumstances that could not have been reasonably foreseen by the board, that require immediate attention and possible action by the board, and that, of necessity, make it impracticable to provide notice. (Civ. Code § 4930(d)(1).)
• Item Requiring Immediate Action. Upon a determination made by the board by a vote of two-thirds of the directors present at the meeting, or, if less than two-thirds of total membership of the board is present at the meeting, by a unanimous vote of the directors present, that there is a need to take immediate action and that the need for action came to the attention of the board after the agenda was distributed. (Civ. Code § 4930(d)(2).)
• Item Appearing on Prior Agenda. The item appeared on an agenda for a prior meeting of the board that occurred not more than thirty (30) calendar days before the date that action is taken on the item and, at the prior meeting, action on the item was continued to the meeting at which the action is taken. (Civ. Code § 4930(d)(3).)

Before discussing any item falling into one of the three (3) categories above, the board is required to openly identify the item to the members in attendance at the meeting. (Civ. Code § 4930(e).)

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