What is a board meeting?

What makes it a meeting

You do not need a posted agenda, a conference room, or the word "meeting" on a calendar invite for something to legally be one. The trigger is simpler: enough directors, present at the same time, talking about association business.

That is true even when the format is informal. Three directors on a five-seat board who spend ten minutes at the mailbox agreeing on a landscaping vendor have held a board meeting, whether or not they meant to. This is why boards that try to "just decide it over coffee" often end up with a decision nobody properly noticed or minuted.

"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, Davis-Stirling Common Interest Development Act, California Legislature

This is confirmed for California's open-meeting statute; check whether your own state has a similar common-interest-community statute, since the exact wording and reach vary.

Board meeting vs. membership meeting

A board meeting is directors deciding association business. A membership meeting, sometimes called the annual meeting, is a different event entirely: it is where the owners themselves gather, most commonly to elect the directors who will later hold board meetings. Directors may attend and report, but the business belongs to the members, not the board.

Mixing these up matters because notice rules, who can vote, and what can be decided all differ between the two. See Board meeting vs membership meeting for the full comparison.

How many directors make a quorum

Quorum is the minimum number of directors who must be present before the board can transact business at all. Absent a different rule in the governing documents, California's default is a majority of the board's authorized seats, three of five, for example. Other states may set a different default, and many bylaws override it outright, so check your own bylaws before assuming a number.

"A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business."

Source: California Corporations Code §7211, California Legislature

Most HOA boards are small enough, a dozen directors or fewer, that Robert's Rules treats them differently from a large assembly. On a small board, the chair does not have to sit above the discussion and vote only to break ties, the chair can discuss and vote on every question like any other director. See Establishing quorum for how to actually count it in your meeting.

Who is actually in charge in the room

A common assumption is that the board president runs the meeting by deciding what gets discussed. Under Robert's Rules, that is not quite right.

"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, 12th ed., Frequently Asked Questions, Robert's Rules Association

One more thing worth knowing before your first meeting: Robert's Rules only governs your board at all if your own bylaws say it does. Nothing in state law makes it automatic. Check your bylaws' parliamentary-authority clause before assuming which rulebook you are actually playing by.