Because most homeowners’ association board meetings are open to the association members, in order to provide the members with sufficient advance notice of items of business that will be acted upon at a particular meeting, the association must provide the homeowners with a proper agenda of the items that will be acted upon at the meeting.
Typically, the agenda for a meeting of an association’s directors is delivered to the homeowners at the same time as the notice of the meeting. Items of business that are acted and/or voted upon at a meeting of the association’s directors must have been included on the agenda that was circulated prior to the meeting unless: (i) the item merely involves responding to statements or questions from members, or seeking clarification of a question, or delivering announcements or reports on board activities; (ii) the item involves an informational matter or administrative task that the board refers to management personnel, staff or other agents; (iii) if the item involves an emergency situation that arose after the agenda for a meeting was distributed and it requires immediate action; and (iv) the item in question had previously been included on a recent agenda and the action on the item was continued to the current meeting.
The items of business that appear on an agenda for a board meeting are supplied by the board members, or the association’s manager – if authority for the preparation of the agenda has been granted to the manager. No one director or officer (including the president) can refuse to include items of business on the agenda. Association members who are not directors have a right to submit proposed items of business for a board meeting to one or more directors, or the authorized manager, with a request that they place the matter on the agenda for a board meeting.The requested items should be submitted well in advance of the meeting so that there is sufficient time to process it and have it included on the agenda that needs to be circulated in advance of the meeting.
The information about an item of business that is included on the agenda for a meeting must be sufficient to provide members with the association members with an understanding of the nature of the business that will be discussed, and possibly voted upon, in order to enable the members to decide if they wish to attend the meeting and observe the action that is taken concerning that item of business.
After a proposed item of business has been properly placed on the agenda for a specific board meeting, and circulated with notice of the board meeting, the association’s directors may act upon and vote on that matter at the meeting. Any proposed item of business that is raised for the first time during the course of a board meeting that was not included on the agenda for that board meeting, or which is not reasonably related to an item that was included on the agenda for the meeting, cannot be voted upon at the meeting unless it involves one of the exceptions described above. Such an item of business must be tabled and rescheduled for action at a subsequent board meeting where it is properly included on the agenda for that meeting.
This article was written by Lawrence Szabo, who has practiced business and real estate law in California since 1974. He has served as legal counsel to homeowners associations, association members, and property managers, and he has mediated HOA related disputes. He has also personally resided in multiple communities that are governed by a homeowners association, has held positions as an officer and director of a homeowners’ association, and has served on and chaired HOA committees. His educational background, professional training, and hands-on experience in connection with the operations of homeowners associations has provided him with a unique and extraordinarily high level of knowledge and expertise in the field of homeowners associations and common interest developments, and the myriad of issues with which they are confronted.
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