Now and then, the HOA board will meet to discuss association matters and vote on issues. But can the board do this without notifying owners? Are HOA secret meetings allowed?
Can the Board Have HOA Secret Meetings?
First, it is essential to understand that there are generally two kinds of HOA board meetings. The first is the open board meeting, which, as its name suggests, is open to all community members. During this meeting, the board will discuss and vote on association business.
The second kind is the executive session. This is when board members adjourn to a closed meeting to discuss confidential matters that should not be disclosed to owners. While executive sessions are held in closed quarters, they are not necessarily secret because owners don’t know that they are happening.
Can the board conduct HOA secret meetings? The answer, generally, is no. Most state statutes prohibit HOA boards from having secret board meetings.
In California, for instance, Civil Code Section 4925 requires board meetings to be open to all members except those held in executive sessions. Thus, having a meeting requires opening it to all members. Civil Code Section 4910 states that board members may not conduct association business outside of a meeting. California law also lays down strict rules about what the board can discuss in executive sessions.
Similar laws exist in Texas. With the exception of specific topics, board members must discuss and vote on all association matters at an open board meeting. Section 209.0051 of the Texas Property Code details what actions must always be taken at an open meeting. These include topics like fines and assessments, amendments to instruments, and filling vacancies on the board.
Florida also regulates closed board meetings. In the Sunshine State, closed board meetings are only permitted under two circumstances: to discuss litigation and to discuss employee issues. Another example is Virginia, which prohibits most types of secret board meetings.
What Counts as an HOA Board Meeting?
Many homeowners associations need help with defining board meetings. What exactly constitutes a meeting of the board?
Generally speaking, a board meeting is when a quorum of board members meets to discuss or vote on association matters. Whether this meeting is held within HOA property or not does not matter. As long as there is a quorum of board members and association business is conducted, it counts as a board meeting. Therefore, if a gathering of board members meets those criteria, they may be guilty of holding a secret meeting.
Remember that most state laws and governing documents also require the board to provide sufficient notice before the board meeting. The requirement also usually extends to providing a meeting agenda. If the board fails to give notice and an agenda before a meeting, it violates the law or the governing documents, whichever applies.
Failing to Take Minutes of the Meeting
Apart from meeting in secret, some HOA boards deliberately refuse to take minutes in an attempt to hide the events of the meeting from other owners. This is also a terrible idea.
In most states, homeowners associations are required by law to take minutes of every meeting. Some even require minutes of executive sessions, though those don’t have to contain as much detail. Furthermore, associations must make open board meeting minutes available to all members for copying or inspection. Even statutes dictate how long an HOA has to produce minutes following a meeting and how long an HOA must retain records of its minutes.
The Pitfalls of Secret HOA Meetings
It is only natural for an HOA board to want to hold closed-door meetings. Boards often want to discuss controversial issues in private because they want to avoid dealing with the backlash or reactions from owners. There is also a certain level of pressure when board members discuss and vote on HOA business in the presence of other owners.
However, this all comes with the position of a board member. If an HOA board holds a secret meeting, they are likely violating state laws and their documents and exposing the association to potential liability.
Homeowners need to witness the board discussing association matters and voting on issues. If owners don’t see this happening with their own eyes, they will start to doubt the board’s decisions. They will lose trust in the board because there is no transparency within the association. It won’t take long before owners bring a claim to the board or start a recall petition.
Rectifying Previous Action Taken in Secret
While it should come as common sense, many HOA boards make the mistake of holding secret meetings. They either do this inadvertently or intentionally. They might not want to involve owners in the matters of the association, or they might be operating under the regrettable advice of management personnel. Either way, a board that has conducted secret meetings should take steps to undo the damage.
The best way to remedy the previous action is to backtrack and redo the whole thing. Include the same issue in the agenda of the next open board meeting. Send a notice within the appropriate timeframe, then discuss and vote on it again at the meeting. In doing so, the board can defend itself by saying it attempted to rectify the situation. This is especially helpful should the case go to court.
A Word of Caution
When it comes down to it, HOA secret meetings are prohibited in almost every state and by nearly all governing documents. No good manager will recommend that an HOA board hold secret meetings if they conflict with state statutes and the HOA’s declaration. While it may be tempting to have just one secret meeting, it’s a slippery slope, and one secret meeting can quickly turn into hundreds.
Condo Manager provides comprehensive HOA management solutions, including meeting management, to planned communities and management companies. Call us today at (800) 626-1267 or contact us online for a free demo!
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