Seventeen years ago, the Open Meeting Act for HOA meetings went into effect. Everyone assumed that emails among a quorum of directors constituted a board meeting and was not allowed.
A case was published last month that said it does not constitute a board meeting. The Court of Appeal for the Fourth District held that email communications between board members are allowed, even if directors discuss association business.
The court reviewed the language of the statute and concluded that a “board meeting” is defined to mean an in-person gathering of a quorum of directors at the same time and physical location for the purpose of taking action on items of association business. They decided that email exchanges among directors where no action is taken do not constitute board meetings.
They clarified another issue for us. We know that emergency board meetings by email require the unanimous consent of directors to hold the meeting. It was unclear whether votes had to also be unanimous. The court indicated once directors authorize an emergency email meeting, votes by email do not need to be unanimous. It would be a majority of a quorum as with regular meetings.
RECOMMENDATION: Volunteer directors often struggle to fit association business into their busy schedules. More often than not, the only way they can review materials, ask questions, and get ready for meetings is via email. We now know that doing so does not violate the Open Meeting Act. All actions on items of business must still take place in an open board meeting (unless the action-items are executive session matters).
To read the case in its entirety, see LNSU #1 v. Alta Del Mar Coastal Collection Cmty. Ass’n.
DISCLAIMER. The Davis-Stirling.com Newsletter by ADAMS | STIRLING PLC provides commentary only, not legal advice. For legal advice, you’ll need to hire legal counsel. You can hire ADAMS | STIRLING PLC; Keep in mind they are considered corporate counsel to associations only.