Civil Code Section 5450
Section 5450 was added to the Civil Code to address situations when physically gathering at a board meeting is unsafe or impossible because the HOA is in an area affected by one or more of the following conditions:

• A state of disaster or emergency declared by the federal government.
• A state of emergency proclaimed by the Governor under Section 8625 of the Government Code.
• A local emergency proclaimed by a local governing body or official under Section 8630 of the Government Code

Teleconference Meeting without Physical Location
Conducting a teleconference board meeting generally requires “at least one director or person designated by the board” to 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 board meetings held under Section 5450 during government emergencies, provided that all Section 5450 meeting requirements (discussed below) are satisfied. (Civ. Code § 5450(b).)

Civil Code Section 5450 Meeting Requirements

• Notice of the first board meeting conducted under Section 5450 for a particular emergency must be delivered to all members by individual delivery. (Civ. Code § 5450(b)(1).)
• Notice for each meeting conducted under Section 5450 must include, in addition to other required content for meeting notices, all of the following: (Civ. Code § 5450(b)(2).)
  • Clear technical instructions on how to participate by teleconference;
  • The telephone number and email address of a person who can provide technical assistance with the teleconference process, both before and during the meeting; and
  • A reminder that a member may request individual delivery of meeting notices, with instructions on how to do so.
• Every director and member has the same ability to participate in the meeting that would exist if the meeting were held in person. (Civ. Code § 5450(b)(3).)
• Any vote of the directors must be conducted by a roll call vote. (Civ. Code § 5450(b)(4).)
• Any person who is entitled to participate in the meeting must be given the option of participating by telephone. (Civ. Code § 5450(b)(5).)

When Mail Delivery or Retrieval is Not Possible; Email Notice
If, as a result of the disaster or emergency, mail delivery or retrieval is not possible at any onsite mailing address within the HOA, and the address on file with the HOA for that member is the same as the onsite mailing address, the HOA is required to send the notice of the first meeting referenced above to any email address provided to the HOA by that member. (Civ. Code § 5450(c).)

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