One of the primary purposes of the Open Meeting Act is to ensure that a HOA’s members have the opportunity to attend board meetings and to observe the board’s decision-making process. With the exception of executive session meetings, all meetings of the board are open to the association’s members. (Civ. Code § 4925; See also “Board Meeting Attendance Rights.”)
Open meetings are often scheduled to take place either immediately before or after an executive session meeting. Because members do not have the right to attend executive session, the term “open session” is commonly used to refer to which aspect of the board meeting is open to attendance by the membership.
Notice & Agenda Requirements
Notice of open meetings must be provided to the association’s members and must include an agenda of items to be discussed or acted upon at the meeting. (Civ. Code § 4920.) In general, notice of the time and place of an open meeting must be provided to all members at least four (4) days prior to the meeting, unless the association’s governing documents require a longer period of notice. (Civ. Code § 4920.) However, if the open meeting “is an emergency meeting held pursuant to Section 4923, the association is not required to give notice of the time and place of the meeting.” (Civ. Code § 4920(b)(1); See also “Board Meeting Notice Requirements.”)
Frequency of Meetings
Open board meetings are often held at regular intervals (typically monthly). The required frequency of open board meetings may be dictated by the terms of the association’s governing documents (i.e., in the association’s bylaws). However, board meetings will need to be conducted on at least a quarterly basis in order to satisfy the board’s financial review requirements set forth in Civil Code Section 5500. Unless otherwise provided in the association’s articles or bylaws, special board meetings (i.e., meetings held between regularly scheduled board meetings) may generally be called at any time by either the board president, vice president, secretary, or any two directors. (Corp. Code § 7211(a)(1).)
Form of Meeting
Open meetings may take place in any of the following forms:
- In Person. The board may meet at a physical location (i.e., within a common area clubhouse or recreational facility). (Civ. Code § 4090(a).)
- Teleconference. The board may meet via teleconference “where a sufficient number of directors to establish a quorum of the board, in different locations, are connected by electronic means, through audio or video, or both.” (Civ. Code § 4090(b).) However, unlike executive session meetings, the notice of an open board meeting to be held via teleconference must “identify at least one physical location so that the members of the association may attend, and at least one director or a person designated by the board shall be present at that location.” (Civ. Code § 4090(b); See also “Teleconference Meetings.”)
- Email (Prohibited). Email board meetings are prohibited except for emergency meetings. (Civ. Code § 4910(b); See also “Email Meetings.”)
Calling Open Board Meetings
Unless otherwise provided in the association’s articles or bylaws, open board meetings “may be called by the chair of the board or the president or any vice president or the secretary or any two directors.” (Corp. Code § 7211(a)(1).)
Board Meeting Minutes
Corporations are required to keep written minutes of board meetings (Corp. Code § 8320.) Minutes of HOA board meetings (except executive session meetings) must made available to the members within certain time frames and in response to a member’s request for the same. (Civ. Code § 4950.) Additionally, “any matter discussed in executive session” must be generally noted in the minutes of the following open board meeting. (Civ. Code § 4935(e); See also “Board Meeting Minutes.”)
- Corporations Code Section 7211. Board Meetings; Requirements and Procedures.
- Civil Code Section 4925. Rights to Attend Open Meetings; Open Forum.
- Civil Code Section 4920. Notice of Board Meetings.
- Civil Code Section 4910. No Board Action Outside of Meeting.
- Civil Code Section 4090. “Board Meeting” Defined.
Related Case Law
- Talega Maintenance Corporation v. Standard Pacific Corporation
(2014) 225 Cal.App.4th 722
[Board meetings; Protected Speech & Anti-SLAPP] Statements made at HOA Board meetings are not matters of “public interest” nor “official proceedings” that are entitled to constitutional protection under anti-SLAPP statutes.