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It seems like every time you turn around there is new legislation telling Boards ways they can’t run their Homeowner’s Associations creating frustrations for Managers and Board members. The laws are open to interpretation, however most are just plain black and white on what not to do and it is the fiduciary responsibility of each Board member and committee member to abide by civil code. We often see Board members that look to the other way, or move towards a path that helps them personally benefit, both are illegal.
Business Outside Meetings
Emailing about Association related business in between meetings is a clear violation of the open meeting act, and your electronic records can be subpoenaed if you are accused of conducting business or participating in conversations without proper notification being provided to the membership. If you are copied on an email from a fellow Directors or Committee member that you feel may be in conflict, here is some sample professional yet neutral verbiage that can be used.
“Hello _____, thank you for bringing this to our attention, however I believe this communication violates the revisions to the open meeting act and respectfully request that this be discussed at our next meeting. If the fellow directors wish to deem this issue an emergency and would like to schedule an emergency meeting, please let me know.”
Keep in mind civil code constitutes an “emergency meeting” as one where “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 this section.”
You can keep the electronic documentation and should an issue arise you will have it to refer to showing that you did not partake in the discussion. Should there be a Director on the Board that constantly violates “business outside of meetings”, you can ask for the topic to be discussed at the next meeting in Executive Session. A majority of the Directors can vote to censor that Director, the censor is recorded in the minutes.
The revisions in civil code were also meant to help Directors and Committee members, who are volunteers. It is okay to shift more responsibly to your management company, after all that’s what they are there for. Have a meeting to discuss guidelines and pre-approved decisions for your management representative to make, just make sure it’s documented in the meeting minutes. There are of course certain actions you cannot pre-approve for them such as new (non-emergency) proposals, liens, annual budget, taxes, IDR, ADR, etc.
While every scenario is different, you want to make sure that YOU, as a Director or Committee Member are looking out for the Association’s best interest, while protecting yourself as well by following civil code.