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).)

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).)

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”).

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).)

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:

• The notice and agenda requirements the association must satisfy prior to the meeting being held.
• The matters which may be discussed or acted upon by the board at the meeting. (See “Executive Session.”)
• Whether the meeting may take place via email. (See “Email Meetings” and “Emergency Meetings.”)
• Whether the members have the right to attend, observe and speak at the meeting. (See “Board Meeting Attendance Rights” and “Open Forum.”)

Share: