Board Meetings

The hierarchy that decides every meeting question

When a question comes up about meetings, notice, or quorum, check things in this order: first, whether a state statute applies to your association's entity type and state; second, your association's own governing documents (CC&Rs, articles, bylaws); third, whatever parliamentary authority (commonly Robert's Rules of Order) your bylaws have adopted, if any. A statute sets a floor, not a ceiling: governing documents can require more notice or a stricter quorum than the statute demands, never less.

"A regular meeting of the board... notice shall be given at least four days before the meeting."

Source: California Civil Code §4920, California Legislature

That four-day figure is California's number specifically; Florida and Washington set different minimums, and many states have no HOA-specific open-meeting statute at all, so check your own state's common-interest-community law and your governing documents rather than assuming a number.

What actually counts as a "meeting"

A meeting is not defined by whether anyone sent a calendar invite. It is defined by who is present and what they are discussing. If a quorum of directors gathers, in a room, on a call, or even in a parking lot, and talks about association business, that can legally be a board meeting, with all the notice and openness obligations that come with one.

"Participation by directors in a teleconference meeting constitutes presence at that meeting as long as all directors participating are able to hear one another."

Source: California Civil Code §4090, California Legislature

This is why an informal "let's just hash it out over email" approach is riskier than it feels, see Electronic board action.

Where most boards go wrong

Three assumptions cause the most trouble. First, that the president "sets the agenda": under Robert's Rules, a proposed agenda only binds the board once the board adopts it. Second, that executive session means the board can decide things and never explain: the discussion stays private, but the fact and general subject of what was decided usually has to surface in the minutes of the next open meeting. Third, that Robert's Rules automatically governs the board: it only applies if the bylaws say it does.

"It is wrong to assume, as many do, that the president 'sets the agenda.' It is common for the president to prepare a proposed agenda, but that becomes binding only if it is adopted by the full assembly."

Source: Robert's Rules of Order Newly Revised, Frequently Asked Questions, Robert's Rules Association