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Association board can't use email instead of meetings

A homeowners association board that makes its decisions via email is breaking the law. There must be physical board meetings that titleholders can attend.

December 23, 2012|By Donie Vanitzian

Question: I recently was elected to the board of directors of my homeowners association. I was surprised to learn that rather than conducting board meetings with an agenda and homeowner attendance and calling executive sessions, the board regularly makes decisions via email — not an Internet conference, but simply emails. The manager initiates emails to all board directors with an issue or question and requests a majority decision. As soon as she obtains one, she acts on it. It's unclear whether all directors even read all the emails.

These are not emergency issues requiring immediate decisions, they are regular discussions that should take place in front of the owners at an open meeting. The excuse is that directors have busy schedules and it's not practicable to meet physically for every decision. This has been the standard operating procedure for a very long time.

Doesn't this violate some kind of law?

Answer: Your owners need to band together and take a firm stand that actions such as these will not be tolerated.

Nothing in the Davis-Stirling Act or the Corporations Code allows boards to meet and reach decisions via email. The board's actions violate the Common Interest Development Open Meeting Act, Civil Code Section 1363.05.

Challenging this board's conduct should begin by requesting the minutes of all the meetings for at least the last year, and all the other documents required to be produced by the association pursuant to Civil Code Section 1365.2(a). If the board cannot produce association minutes because it doesn't keep them, it may mean that all those decisions are without authority and invalid. Also, request copies of all the emails.

As for the excuse about the impracticality of physically meeting, board directors who don't have time to meet also don't have time to serve on the board and should be removed by the homeowners.

Association management is vested in the board of directors, not a manager. The general rules regarding meetings of the board of directors of a common-interest development are contained in Civil Code Section 1363.05. California's Corporations Code requires that notice be given for each meeting of the board of directors at least four days in advance. Conducting meetings by email violates both codes, leaving the association open to potential liability.

This is not the way any association should be operating. Steps can and should be taken to remove this board, whether by titleholder vote or lawsuit. Allowing this to continue only opens the door to trouble for everyone who owns property there.

The late Stephen Glassman, an attorney specializing in corporate and business law, co-wrote this column. Vanitzian is an arbitrator and mediator. Send questions to P.O. Box 10490, Marina del Rey, CA 90295 or noexit@mindspring.com.

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