Planning and conducting an effective board meeting starts with a good meeting agenda. The agenda is the “road map” of the meeting and is a useful and powerful tool to keep both board members and homeowners on topic and in control. In fact, the agenda must be part of the notice of a meeting which is provided to the members in advance of the meeting. A good agenda will facilitate a smooth, efficient and effective board meeting. The following are elements of a meeting agenda and descriptions of relevant items:
1. Executive Session
The executive session may be held before or after the open session board meeting, or at another time not related to the open session board meeting, depending on the business needed to be discussed or the respective availability of your directors, attorney and/or any participating members. Because the executive section portion of a meeting is confidential, a separate agenda for the executive session part of the meeting should be prepared to outline the topics the board will discuss in the closed session. The Davis-Stirling Act limits the types of items a board can address in executive session to the following:
- Legal Issues. Discussing legal issues in executive session preserves the attorney-client privilege, and allows the board to discuss litigation strategy and settlement strategies for current and potential litigation matters with its legal counsel. The association’s attorney does not need to be present either in person or by phone for the board to meet in executive session to discuss legal issues.
- Formation of Contracts. Boards may consider matters relating to the formation of contracts with third parties.
- Disciplinary Hearings. Boards should meet in executive session for all disciplinary hearings. The accused member is entitled to attend the executive session for that portion of the meeting dealing with the individual member’s hearing.
- Personnel Issues. Personnel matters which include, but are not limited to, hiring, firing, raises, disciplinary matters and performance reviews, if applicable to the association.
- Payment of Assessments. Boards may meet with members in executive session to discuss requests by delinquent members for payment plans.
- Foreclosure. Pursuant to California Civil Code section 1367.4(c)(2), the decision to foreclose must be made by a majority of the board in executive session.
Keep in mind that since January 1, 2012, members must be given notice of an executive session meeting. In order to comply with the new notice requirements, notice of an executive session meeting must be given as follows:
- With an Open Meeting – If executive session is held with a scheduled open meeting of the board, it must be included in the open meeting’s four-day notice and generally noted in the open meeting agenda.
- Between Open Meetings – If a meeting is to be held solely in executive session, members must be given notice of the time and place of the meeting at least two days prior to the meeting.
Notice must be posted in a prominent place or places in the common areas and by mail to any owner who had requested notice by mail. In addition, notice may be given by mail, by delivery of the notice to each unit in the development, by newsletter or similar means of communication, or, with the consent of the member, by electronic means. (California Civil Code section 1363.05(f)).
2. Call to Order
This is the informal, but official opening of the board meeting.
3. Ratify Last Board Meeting Minutes
This is the time set aside to ratify the meeting minutes of the last board meeting. In addition, the board may introduce and/or ratify any business that was conducted via an emergency email meeting by unanimous consent.
4 Old Business
The board may discuss unresolved or tabled items of business from the last board meeting.
5. New Business
This is the time set aside to discuss new items presented to the board for discussion and vote. During this time the board may also discuss matters that are regularly discussed in board meetings (i.e., discuss and approve the budget or association financials).
6. Member Open Forum
Some boards may choose to have an open forum meeting at the beginning of the board meeting rather than the end. Either way, members must be provided with an opportunity to speak and address the board for a reasonable period of time at some point during the board meeting. Some issues may not be set forth on the agenda or discussed by the board during the regular board business portion of the agenda. In open forum, members may be allowed to address the board regarding issues or matters requiring a vote. As stated above, time limitations may be utilized to ensure that the board meeting can be ended on time.
This is a formal call to end the board meeting and conclude all association business until the next meeting of the board.
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