FOR BOARD MEETINGS
Association board meetings are governed by the “Common Interest Development Open Meeting Act” (“Open Meeting Act”) found at Civil Code Sections 4900 through 4955. The provisions of the Open Meeting Act contain requirements that:
- Prohibit the board from taking action on an “item of business” outside of a board meeting. (Civ. Code § 4910(a); See also “No Action Without a Meeting.”)
- Require the association to give notice of the time and place of board meetings and to post an agenda of items to be discussed or acted upon by the board at the meeting. (Civ. Code § 4920.)
- Allow for the board to conduct “emergency” meetings in limited circumstances. (Civ. Code § 4923.)
- Set forth the rights of members to attend, observe and speak at open board meetings. (Civ. Code § 4925; See also “Board Meeting Attendance Rights” and “Open Forum.”)
- Place limitations on what items may be discussed or acted upon by the board during a board meeting. (Civ. Code § 4930; See also “Board Meeting Agenda Requirements.”)
- Allow for the board to adjourn to, or meet solely in, executive session in order to consider or act upon specific types of matters. (Civ. Code § 4935.)
- Require the board to keep and maintain various meeting minutes, as well as to inform members of their right to obtain copies of board meeting minutes. (Civ. Code § 4950.)
- Set forth the rights of members to bring a civil action against the association for violations of the Open Meeting Act. (Civ. Code § 4955.)
“Open Session”
Open meetings are often scheduled to take place either immediately before or after an executive session meeting. Because members do not have the right to attend executive session, the term “open session” is commonly used to refer to which aspect of the board meeting is open to attendance by the membership.
Open Meeting Matters
Any matter which does not constitute an executive session matter may only be discussed or acted upon by the board at an open meeting. (See “No Action Without a Meeting.”)
Open Meeting Notice and Agenda Requirements
Notice of open meetings must be provided to the association’s members and must include an agenda of items to be discussed or acted upon at the meeting. (Civ. Code § 4920.) In general, notice of the time and place of an open meeting must be provided to all members at least four (4) days prior to the meeting, unless the association’s governing documents require a longer period of notice. (Civ. Code § 4920.) However, if the open meeting “is an emergency meeting held pursuant to Section 4923, the association is not required to give notice of the time and place of the meeting.” (Civ. Code § 4920(b)(1); See also “Board Meeting Notice Requirements.”)
Member Attendance Rights
An association’s members are entitled to attend open board meetings and to address the board during open forum. (Civ. Code § 4925.)
Calling Open Board Meetings
Unless otherwise provided in the association’s articles or bylaws, open board meetings “may be called by the chair of the board or the president or any vice president or the secretary or any two directors.” (Corp. Code § 7211(a)(1).)
Board Open Meeting Minutes
Corporations are required to keep written minutes of board meetings. (Corp. Code § 8320.) Minutes of HOA board meetings (except executive session meetings) must made available to the members within thirty (30) days following the board meeting (Civ. Code § 4950(a)), and in response to a member’s request for the same. (Civ. Code § 4950.) Additionally, “any matter discussed in executive session” must be generally noted in the minutes of the following open board meeting. (Civ. Code § 4935(e); See also “Board Meeting Minutes.”)
Executive Session Matters
Civil Code Section 4935 specifies certain matters which may, and in some instances must, be discussed or acted upon by the board in executive session. The following matters are those which may be discussed or acted upon by the board in executive session:
- Legal Matters. A board may adjourn to, or meet solely in, executive session “to consider litigation.” (Civ. Code § 4935(a).) This language is broad, but is generally interpreted to include matters involving pending litigation, as well as matters which have the potential to result in litigation, in order to preserve attorney-client privilege.
- Formation of Contracts. A board may adjourn to, or meet solely in, executive session to consider matters “relating to the formation of contracts with third parties.” (Civ. Code § 4935(a).) The Civil Code does not explicitly address whether matters “relating to the formation of contracts” allows for the board to actually vote on and execute contracts in executive session, though doing so is common practice. Once a contract has been executed by the board, the contract becomes an association record which may be inspected by members except in instances where the contract is “privileged under law.” (Civ. Code § 5200(a)(4).)
- Member Discipline. A board may adjourn to, or meet solely in, executive session for matters involving “member discipline.” (Civ. Code § 4935(a).) However, if a member who is the subject of the disciplinary matter requests that the board meet in executive session to discuss the matter, the board is required to comply with the member’s request and to allow the member to attend the executive session. (Civ. Code § 4935(b); See also “Notice & Hearing Requirements.”)
- Personnel Matters. A board may adjourn to, or meet solely in, executive session for “personnel matters.” (Civ. Code § 4935(a).) Personnel matters would include, but not be limited to, hiring, firing, raises, disciplinary issues, etc. that pertain to the association’s employees.
- Payment Plans. A board may adjourn to, or meet solely in, executive session “to meet with a member, upon the member’s request, regarding the member’s payment of assessments, as specified in Section 5665.” (Civ. Code § 4935(a).) This involves discussing a payment plan with a delinquent member for the payment of the delinquent member’s assessment debt in accordance with Civil Code Section 5665. Notably, Civil Code Section 4935(b) requires the board to meet in executive session to discuss a payment plan—indicating that any such discussions must take place in executive session regardless of the word “may” contained in Civil Code Section 4935(a). (See also “Payment Plans.”)
Executive Session Notice and Agenda Requirements
Notice of executive session meetings must be provided to the association’s members and must include an agenda of items to be discussed or acted upon at the meeting. (Civ. Code § 4920.) The amount of notice varies depending upon whether the executive session is held with a scheduled open meeting, or whether the board is meeting “solely in executive session”:
- Executive Session with Open Meeting. If the executive session is held with a scheduled open meeting, notice of the executive session and its agenda is included in the open meeting’s notice and agenda that is provided to the members at least four (4) days prior to the meeting, unless the association’s governing documents require a longer period of notice. (Civ. Code § 4920; See also “Board Meeting Notice Requirements.”)
- Solely in Executive Session. If the board is to meet “solely in executive session” (i.e., between scheduled open meetings), the notice and agenda must be provided at least two (2) days prior to the meeting. (Civ. Code § 4920.) If a provision of the association’s governing documents requires a longer period of notice for meetings held solely in executive session, that provision does not apply “unless it specifically states that it applies” to meetings held solely in executive session. (Civ. Code § 4920(b)(3).)
Executive Session Minutes: Items Noted In Open Meeting Minutes
Most associations are formed as corporations under the California Corporations Code. Corporations are legally required to keep written minutes of board meetings, membership meetings, and executive committee meetings. (Corp. Code § 8320.) In addition, “any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership.” (Civ. Code § 4935(e).)
No Member Attendance Rights
Except in instances involving a member’s disciplinary matter or payment plan (discussed above), the association’s members are not entitled to attend executive session meetings. (Civ. Code § 4925(a); See also “Board Meeting Attendance Rights.”)
FOR COMMITTEE MEETINGS
Committee Meeting Agenda Notice and Member Attendance Rights
Unless a Committee has a quorum of Board Members in attendance (causing it to be a "Board Meeting" pursuant to the Open Meeting Act), there are no provisions of California law which require notice of committee meetings or which allow for members to attend committee meetings. (See HOA Law: "Committee Meetings")
Committee Meeting MinutesThe extent to which a committee is required to keep and maintain minutes of its meetings, and to make them available for inspection by the association’s members, will depend upon whether the committee is an executive committee and/or a committee with “decisionmaking authority.” (Civ. Code §§ 5200 (a)(8), 5210)
Executive Committee Meeting MinutesMinutes of executive committee meetings are “association records” that may be inspected by the association’s members, subject to certain limitations. (Civ. Code § 5200(a)(8)) Executive committees are comprised of directors and are given the authority to act on behalf of the board. (Corp. Code § 7212(a).) If an executive committee has “decisionmaking authority,” the minutes of its meetings must be kept and made available for inspection by members within fifteen (15) calendar days following approval. (Civ. Code § 5210
Committees with “Decisionmaking Authority”Committees with “decisionmaking authority” must keep and maintain minutes, and must make them available for inspection by members within fifteen (15) calendar days following approval.
All other Committees
With the exception of executive committees and committees with “decisionmaking authority,” there is no explicit legal requirement for other types of association committees to keep and maintain minutes of their meetings.
CALIFORNIA PINES MEETING NOTICES AND AGENDAS
MEMBER MEETINGS
The notices and agendas for the Annual Member Meeting shall be posted on the Home Page of this website (which will automatically be delivered via email to anyone who enters their email on this website in the space provided), on the bulletin board at the Lodge, and by individual notice sent to all members in good standing at least 10 days, but not more than 120 days, before the date of the meeting (as required by Article V, Section 1.1 of the Bylaws).
BOARD MEETINGS
The notices and agendas for all Board Meetings, including Executive Board Meetings, shall be posted on the Home Page of this website (which will automatically be delivered via email to anyone who enters their email on this website in the space provided), and on the bulletin board at the Lodge at least four days before the meeting in compliance with the Open Meeting Act (Civ. Code § 4920).
COMMITTEE MEETINGS
Where required by the Committee Charter (as approved by the Board), Committee notices and agendas for committee meetings shall be posted on the Home Page of this website (which will automatically be delivered via email to anyone who enters their email on this website in the space provided), and on the bulletin board at the Lodge.
CALIFORNIA PINES MEETING MINUTES
The POA has made the following minutes available via this website. If the minutes you are interested in are not available below, you may request them by using the contact form on this site, or by writing to the POA at the address provided.
MEMBER MEETINGS
BOARD MEETINGS
COMMITTEE MEETINGS
On-Site Committee