All posts by Steve Tinnelly

Committee Meeting Minutes

Most associations are formed as corporations under the California Corporations Code. Corporations are legally required to keep written minutes of board meetings, membership meetings, and executive committee meetings. (Corp. Code § 8320.) Civil Code Section 5210 further requires HOA committees with “decisionmaking authority” to keep and maintain minutes, and to make them available for inspection by the association’s members within certain timelines. With the exception of executive committees and committees with “decisionmaking authority,” there is no explicit legal requirement for other types of association committees to keep and maintain minutes of their meetings.

Executive Committee Meeting Minutes
Minutes of executive committee meetings are “association records” that may be inspected by the association’s members, subject to certain limitations. (Civ. Code § 5200(a)(8); See also “Records Subject to Inspection.”) Executive committees are comprised of directors and are given the authority to act on behalf of the board. (Corp. Code § 7212(a).) If an executive committee has “decisionmaking authority,” the minutes of its meetings must be kept and made available for inspection by members within fifteen (15) calendar days following approval. (Civ. Code § 5210; See also “Deadlines for Producing Records.”)

Committees with “Decisionmaking Authority”
Committees with “decisionmaking authority” must keep and maintain minutes, and must make them available for inspection by members within fifteen (15) calendar days following approval. (Civ. Code § 5210; See also “Deadlines for Producing Records.”) Committees with “decisionmaking authority” typically include architectural committees that have the power to approve or deny a member’s architectural application.

Committee Meetings (Generally)

Distinct from Board Meetings
HOA board meetings are subject to the requirements contained within the Open Meeting Act. Some of the more significant requirements are those which require the board to take action only at a properly noticed board meeting, and to allow the association’s members to attend open board meetings. However, those requirements do not apply to meetings of HOA committees; there are no provisions of California law which require notice of committee meetings or which allow for members to attend committee meetings.

Directors Serving on Committees
As referenced above, HOA board meetings are subject to the requirements contained in the Open Meeting Act.  A “board meeting” is defined as:

“…A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.” (Civ. Code § 4090(a) (Emphasis added).)

Thus, if there are enough directors serving on a committee so as to establish a quorum of the board, and the committee heard, discussed or deliberated upon any item of business that is within the authority of the board, the committee meeting would constitute a board meeting subject to the Open Meeting Act’s requirements (i.e., requiring notice of the meeting and the posting of an agenda). (See “Directors Serving on Committees.”)

Committee Findings, Recommendations & Reports
Most committees are purely advisory in nature; they provide findings, reports and recommendations to the board for the board to take action on a particular item of business. In general, such findings, reports and recommendations are heard and acted upon by the board in an open board meeting unless they pertain to one of the specified matters that the board may address in executive session.

Committee Meeting Minutes
With the exception of executive committees and committees that have “decisionmaking authority,” there is no explicit legal requirement for a committee to keep and maintain minutes of its meetings. (Civ. Code § 5210.) Committees with “decisionmaking authority” would include architectural committees that have the power to approve or deny a member’s architectural application. (See also “Committee Meeting Minutes.”)

Appointment & Removal of Committee Members

While directors are elected by the membership, committees are formed (and committee members are appointed) by the board, and thus serve “at the pleasure of the board.” (Corp. Code §§ 7210, 7212.) Serving at the pleasure of the board generally allows for the board to appoint and remove committee members at any time with or without cause, unless otherwise stated in the association’s governing documents. The creation/dissolution of committees and the appointment/removal of their members are actions performed by the board in an open board meeting since they do not fall within the specified categories of matters that may be acted upon by the board in executive session. (Civ. Code § 4935.)

Committee Composition

Those Permitted to Serve
With the exception of executive committees that must be comprised entirely of directors, there are no statutory requirements that govern who is permitted to serve on a committee.  Such restrictions may, however, be found within an association’s governing documents or otherwise established by the board. (See “Committee Member Qualifications.”)

Size of Committees
There are no statutory requirements or limitations on the size of committees. Some sets of governing documents may contain provisions establishing the size of certain committees (i.e., an architectural committee to be comprised of three (3) members).

Executive Committees

An executive committee is a committee that: (Corp. Code § 7212)

  • is comprised entirely of directors (with a minimum of two (2) directors);
  • serves at the discretion of the board; and
  • exercises the authority of the board.

Only directors (members of the board) are permitted to serve on executive committees. (Corp. Code § 7212(b).)

Powers & Authority
Subject to certain limitations, most of the board’s authority may be delegated to an executive committee to act on behalf of the board. (Corp. Code § 7212; See also “Delegating Duties & Authority.”)

Open Meeting Act Issues
The Open Meeting Act places numerous limitations on how a HOA board may discuss and act upon items of association business (i.e., the prohibition on actions without a meeting found in Civil Code Section 4910). In order for a board to avoid some of those limitations, certain board actions are often delegated to association committees. Upon doing so, any task performed by a committee typically no longer becomes an “item of business” within the meaning of Civil Code Section 4155 that may only be taken by the board in a noticed board meeting.  (See “No Action Without a Meeting” and “Delegating Duties & Authority.”)

However, if an executive committee is comprised of enough directors so as to establish a quorum of the board (typically a majority of the directors), any action which is delegated by the board to that committee may still be considered an “item of business”:

“‘Item of business’ means any action within the authority of the board, except those actions that 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).)

If an executive committee is comprised of enough directors so as to establish a quorum of the board, any meeting of that committee could constitute a board meeting that is subject to the Open Meeting Act’s requirements.

Executive Committee Meeting Minutes
Minutes of executive committee meetings are “association records” that may be inspected by the association’s members (Civ. Code § 5200(a)(8); See also “Records Subject to Inspection.”) Civil Code Section 5210 requires committees with “decisionmaking authority” (i.e., executive committees) to keep and maintain minutes, and to make them available for inspection by the members within fifteen (15) days following approval.

Committees (Generally)

A HOA’s board of directors generally has the power to “delegate the management of the activities of the [association] to any person or persons, management company, or committee however composed, provided that the activities and affairs of the [association] shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.” (Corp. Code § 7210 (Emphasis added).) The Open Meeting Act places numerous limitations on the board’s ability to conduct association business (i.e., the prohibition on actions without a meeting). In light of those limitations, as well as the fact that directors serve in the capacity of unpaid volunteers, various board tasks and responsibilities are often delegated to committees of the association that assist the board with the association’s day-to-day operations. (See “Delegating Duties & Authority.”)

Most committees are purely advisory in nature; they provide recommendations to the board on what action the Board should take on a particular item of business. Unless those recommendations pertain to executive session matters, they are heard, discussed and acted upon by the board in an open board meeting.

Formation & Types of Committees
Committees are appointed by or at the direction of the board, and serve at the pleasure of the board. (Corp. Code §§ 7210, 7212; See also “Appointment & Removal of Committee Members.”) The three (3) types of committees include:

  • Executive Committees – committees composed entirely of directors (Corp. Code § 7212; See also “Executive Committees.”);
  • Standing Committees – committees that continue to exist and have ongoing tasks (i.e., an architectural committee); and
  • “Special” or “Ad Hoc” Committees – committees that have limited duration and that are formed to address a specific issue (i.e., a rules committee that makes recommendations to the board on how the association’s operating rules should be modified to address a specific issue).

Committee Member Qualifications
Because committees serve at the pleasure of the board, absent contrary provisions in the association’s governing documents, the board is generally free to establish qualifications that committee members must satisfy in order to be able to serve on a committee. (See “Committee Member Qualifications.”) By contrast, establishing mandatory qualifications for directors may require an amendment to the association’s bylaws. (See “Director Qualifications.”)

Committee Meetings & Procedural Requirements
Unlike board meetings, committee meetings are generally not subject to the requirements found in the Open Meeting Act which apply to board meetings (i.e., members are generally not entitled to attend committee meetings). (See “Committee Meetings (Generally).”)

Committee Meeting Minutes
The extent to which a committee is required to keep and maintain minutes of its meetings, and to make them available for inspection by the association’s members, will depend upon whether the committee is an executive committee and/or a committee with “decisionmaking authority.” (Civ. Code §§  5200 (a)(8), 5210; See also “Committee Meeting Minutes.”)

Board Meeting Minutes

Corporations are legally required to keep written minutes of board meetings. (Corp. Code § 8320.) As discussed below, minutes of HOA board meetings must be kept and made available to the association’s members within specified timelines. (Civ. Code § 4950(a).)

Board Meeting Minutes = “Association Records” Subject to Inspection
Civil Code Section 5200 specifies various “association records” that must be kept and made available for inspection by an association’s members. (See “Records Subject to Inspection.”) Included in definition of “association records” are:

“…[a]gendas and minutes of meetings of the members, the board, and any committees appointed by the board pursuant to Section 7212 of the Corporations Code; excluding, however, minutes and other information from executive sessions of the board…” (Civ. Code § 5200(a)(8).)

Availability & Distribution of Minutes to Members

Available to Members within 30 Days
Board meeting minutes, minutes proposed for adoption (“draft minutes”), or a summary of the minutes, of any board meeting (other than executive session) must be made available to the association’s members within thirty (30) days following the board meeting. (Civ. Code § 4950(a).)

Distributed to Members upon Request
The minutes, proposed minutes, or summary minutes must also be “distributed to any member upon request and upon reimbursement of the association’s costs for making that distribution.” (Civ. Code § 4950(a); See also “Deadlines for Producing Records” and “Member Record Inspection Rights.”)

Right to Obtain Minutes
An association’s annual policy statement must inform the association’s members “of their right to obtain copies of board meeting minutes and of how and where to do so.” (Civ. Code § 4950(b).)

Executive Session Minutes
Although there is no explicit legal requirement for the board to keep minutes of executive session meetings, provisions of the Corporations Code and the Davis-Stirling Act strongly indicate the existence of such a requirement:

“(a) Each corporation shall keep:…(2) minutes of the proceedings of its…board…” (Corp. Code § 8320(a)(2).)

“…minutes and other information from executive sessions of the board…” (Civ. Code § 5200(a)(8).)

“…(D) Minutes and other information from executive sessions of the board…” (Civ. Code § 5215(a)(5)(D).)

No Inspection of Executive Session Minutes
While board meeting minutes are association records that may be inspected by the association’s members, those inspection rights do not extend to “minutes and other information” from executive session. (Civ. Code § 5215(a)(5)(D); See also “Records Not Subject to Inspection.”)

Executive Session Matters Noted in Open Meeting Minutes
Any matter which is discussed in executive session must be “generally noted” in the minutes of the immediately following open board meeting. (Civ. Code § 4935(e).)

Teleconference Meetings

Subject to certain requirements and limitations, the Open Meeting Act allows for HOA board meetings to be conducted via teleconference, where “teleconference” means that:

“…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).)

A teleconference would thus encompass a web conference or similar technology that allows for directors to interact in real-time.

Attendance & Participation by Directors
A director who is unable to physically attend a board meeting may attend by telephone or video, so long as all directors participating in the meeting are able to hear one another. (Civ. Code § 4090(b); Corp. Code §7211(a)(6).) If the meeting is an open meeting, the director attending electronically must also be able to hear statements made by members in attendance at the meeting. (Civ. Code § 4090(b).)

Attendance & Participation by Members; Physical Location Requirement
Members are entitled to attend open board meetings, not executive session meetings. (See “Board Meeting Attendance Rights.”) If an open meeting is to be conducted via teleconference, Civil Code Section 4090 requires the association to identify at least one physical location where members may attend and observe (listen to) the teleconference meeting, as well as address the board on association matters during open forum:

 “Except for a meeting that will be held solely in executive session or conducted under Section 4926 or 5450, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend, and at least one director or person designated by the board shall be present at that location. Participation by directors in a teleconference meeting constitutes presence at that meeting as long as all directors participating are able to hear one another, as well as members of the association speaking on matters before the board.” (Civ. Code § 4090(b).)

Exceptions to Physical Location Requirement – As indicated above, “at least one director or person designated by the board” must be present at the physical location designated in the notice of the teleconference meeting. (Civ. Code § 4090(b).)  However, this physical location requirement does not apply to:

    1. Board meetings held solely in executive session;
    2. Board meetings during a government emergency conducted under Civil Code Section 5450; or
    3. Board meetings conducted entirely by teleconference pursuant to Civil Code Section 4926. (See “Virtual Meetings.”)

Related Links

AB 648 Signed! Virtual HOA Meetings
-Published on HOA Lawyer Blog (October, 2023)

Emergency Meetings

No Notice Required
The Open Meeting Act generally requires an association to provide its members with advance notice of a board meeting. Civil Code Section 4920(b)(1) waives this notice requirement in circumstances where the board must meet to address emergency circumstances (to conduct an emergency meeting). What constitutes an “emergency” circumstance is discussed further below.

Notice May be Required by Governing Documents
If a provision of an association’s governing documents requires notice of emergency meetings, the association is required to comply with that requirement only if the provision “specifically states that it applies” to an emergency meeting. (Civ. Code § 4920(b)(3).)

“Emergency” Circumstances
The circumstances that allow for the board to conduct an emergency meeting are addressed in Civil Code Section 4923:

“An emergency board meeting may be called by the president of the association, or by any two directors other than the president, if there are circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the board, and which of necessity make it impracticable to provide notice as required by Section 4920.” (Civ. Code § 4923 (Emphasis added).)

Calling Emergency Meetings
An emergency board meeting may be called by the board president, or by any two (2) directors other than the president. (Civ. Code § 4923.)

Form of Meeting
Emergency meetings may take place in any of the following forms:

  • In Person. The directors may meet in person at a physical location (i.e., a common area clubhouse or recreational facility). (Civ. Code § 4090(a).)
  • Teleconference. The directors 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); See also “Teleconference Meetings.”)
  • Email. Emergency meetings are the only type of board meeting that may be conducted via “a series of electronic transmissions” such as email. (Civ. Code § 4910(b).) In order to hold an emergency meeting via email, “all directors, individually or collectively, [must] consent in writing” to hold the emergency meeting via email, and “the written consent or consents [must be] filed with the minutes of the board meeting.” (Civ. Code § 4910(b)(2).) The written consents themselves may be transmitted electronically. (Civ. Code § 4910(b)(2); See also “Email Meetings.”)

Open Meetings & Open Session

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 Session”
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.

Open Meeting Matters
Any matter which does not constitute an executive session matter may only be discussed or acted upon by the board at an open meeting. (See “No Action Without a Meeting.”)

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 monthly basis in order to satisfy the board’s financial review requirements set forth in Civil Code Section 5500, unless the Board opts to have the review performed independently of a meeting in accordance with the requirements of Civil Code Section 5501.

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).)

Form of Meeting
Open meetings may take place in any of the following forms:

Member Attendance Rights
An association’s members are entitled to attend open board meetings and to address the board during open forum. (Civ. Code § 4925.)

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.”)

Email Meetings

Generally Prohibited
A HOA’s board of directors is generally prohibited from conducting a board meeting “via a series of electronic transmissions, including but not limited to, electronic mail.” (Civ. Code § 4910(b).) Email meetings may, however, be used to conduct an emergency meeting. (Civ. Code § 4910(b).)

“Meeting” Defined
Civil Code Section 4090(a) defines a “meeting” to include:

“[a] congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.”

Email Exchanges are not “Gatherings” of the Board
Email exchanges between board members do not constitute “gatherings” of the board:

“By sending e-mails to one another through cyberspace, often hours or days apart and from different homes and offices, the Association’s directors did not simultaneously gather in one location to transact board business, and therefore they did not conduct a “board meeting” within the meaning of [the Open Meeting Act].” (LNSU #1, LLC v. Alta Del Mar Coastal Community Assn (2023).)

“Item of Business” & Delegation
An “item of business” for the purpose of Civil Code Section 4910’s prohibition on email meetings means “any action within the authority of the Board, except those actions which 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 series of emails regarding an item/issue which has been delegated by the board to another person, officer or committee may not necessarily constitute a “meeting” for the purpose of Civil Code Section 4910’s prohibition on email meetings.

When Emailing is Permitted
Notwithstanding Civil Code Section 4910’s prohibition on email meetings, a board may communicate via email in the following circumstances:

  • Emergency Meetings – Email may be used as a method of conducting an emergency board meeting “if all directors, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the board meeting. These written consents may be transmitted [via email].” (Civ. Code § 4910(b).)
  • Less than a Quorum – Email communications between directors comprising less than a quorum of the board would not constitute a meeting for the purpose of Civil Code Section 4910’s prohibition on email meetings. However, Civil Code Section 4910(b) prohibits a “series of electronic transmissions”—indicating that an email exchange which at first does not involve a quorum of the board, but ultimately leads to a series of emails by and between a quorum of the board, would still be prohibited. This issue of “chain meetings” is discussed further below.
  • Discussion on matters which are not “items of business”  –  Industry practice does not treat purely administrative/informational communications as “items of business” which must be acted upon by the board in a board meeting. Such communications could include scheduling meetings, providing resources of factual information, and/or requesting items to be placed on the agenda. The propriety of this practice is supported by the language in Civil Code Section 4930 that allows for administrative/informational actions to be taken at board meetings regardless of whether they appeared on the agenda that was provided with the notice of meeting. (See “Board Meeting Agenda Requirements.”) Additionally, to the extent that an action has been validly delegated by the board to another person, manager, officer or committee, that action no longer constitutes an “item of business” which the board is prohibited from discussing via email. (See “Delegating Duties & Authority.”)

Email Discussions Outside of Board Meetings are Permitted
The Open Meeting Act’s prohibition on taking action outside of a board meeting does not prohibit the Board from discussing items of business via email outside of a board meeting:

“By discussing items of Association business in e-mails… the directors did nothing contrary to the purpose of the [Open Meeting Act], because they took no action on those items in the e-mails. Although the [Open Meeting Act] prohibits the board from acting on items of Association business outside a board meeting…it does not prohibit the board from discussing the items outside a meeting.” (LNSU #1, LLC v. Alta Del Mar Coastal Community Assn (2023).)

Related Links

Email Discussions Between HOA Board Members are not “Meetings”
-Published on HOA Lawyer Blog (September 2023)