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.”)
