Board Meetings (Generally)

Meetings of an association’s board of directors are governed by the Open Meeting Act found within the Davis-Stirling Act.  The Davis-Stirling Act defines a “board meeting” as either:

  • A congregation of a quorum of the board, at the same time and place, to “hear, discuss, or deliberate upon any item of business that is within the authority of the board.” (Civ. Code § 4090(a).) or
  • A teleconference where a quorum of the board, in different locations, “are connected by electronic means, through audio or video, or both.” (Civ. Code § 4090(b).)

Thus, board meetings may take place either in person, or via teleconference.  Meetings via email are generally prohibited except in circumstances involving emergency meetings.  (Civ. Code § 4910(b).)

No Action without a Meeting
The Open Meeting Act prohibits boards from taking actions on items of business outside of a board meeting.  (Civ. Code § 4910; See also “No Action without a Meeting.”)

“Items of Business” & Delegation
The Davis-Stirling Act defines an “item of business” to mean “any action within the authority of the Board, except those actions the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a quorum of the board.” (Civ. Code § 4155 (Emphasis added).)  Thus, a board may delegate some of its responsibilities to a manager or committee in order for certain actions to be taken between board meetings (i.e., the review/approval of architectural applications is often delegated to an “architectural committee”).

Types of Board Meetings
The types of board meetings include (a) open board meetings, (b) executive session meetings, and (c) emergency meetings.  The type of meeting being held impacts: