I received a number of questions about continuing Zoom meetings after the pandemic is over. It turns out many associations like virtual meetings because of their convenience and greater member participation.
Change in the Law: Senate Bill 391 became Civil Code § 5450. The new statute made changes to how virtual meetings are currently being conducted. Because the bill was deemed “urgency legislation,” the following changes went into effect when the bill was signed into law on September 23, 2021. To summarize, during a declared state of disaster or emergency, associations can dispense with meeting in a physical location provided they do the following:
1. Individual Notice. Notice of the first meeting held virtually must be delivered to members byindividual delivery. If mail delivery is not possible, the association must send the notice to any email address provided to the association by that member, in writing. [We are well past this requirement since the first virtual meetings began last year.].
2. Meeting Instructions. Notice of meetings must provide clear instructions on how members can participate in the teleconference (a link for logging into the meeting and a phone number for members who wish to participate by telephone, since some members might not have access to the internet for videoconferencing.)
3. Technical Assistance. Each notice of meeting must provide the phone number and email address of a person who can assist members with technical problems before and during the meeting.
4. Roll Call Vote. Directors may continue to make motions and hold discussions as they would at an in-person meeting. However, voting must be conducted by a roll call vote where each director is called by name and his/her vote recorded individually.
5. Annual Meetings. For annual meetings, a camera must be placed so members can witness the inspector of elections counting votes.
After the Pandemic: Once the pandemic is officially over (sometime in 2035), associations may continue holding Zoom meetings. The only change is the requirement that the notice of meeting identify a physical location where members can attend with at least one director or person designated by the board present at that location. (Civ. Code § 4090.) A conference phone or laptop or similar device will need to be set up so those physically attending can hear the virtual meeting and participate during Open Forum.
RECOMMENDATION: Once the current emergency is over, boards are not required to (i) include instructions for logging into Zoom meetings, (ii) provide a contact person for technical assistance, or (iii) conduct roll call voting. Even so, these should be considered best practices and followed whenever virtual meetings are conducted.
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.