irregular meeting dates, insufficient meeting notice

[Genesis]

Ever since the pandemic, board meetings are no longer scheduled in advance and the meeting date for the next meeting is not decided in advance.

The bylaws require 3 days' notice before the meeting but sometimes we are given less than 3 days' notice.  Many of us cannot adjust our schedules without enough notice and wonder if this is how the board tries to avoid our questions, especially about big-ticket projects. 

When we attend the meeting, it is apparent that the board knew sooner than the 3 days that they were going to hold their meeting.  Sometimes it feels like they held a meeting before the meeting because they rush through motions and vote with minimal discussion if any.

What can be done?  Are the decisions made in those meetings legitimate?

[Alicia Percell, PRP]

On 10/20/2022 at 7:23 PM, Genesis said:

What can be done?  Are the decisions made in those meetings legitimate?

It depends on what your bylaws say about the notice.  Usually notice is a thing given to those who are entitled to vote at the meeting, which would be the board members.  The question here will be whether your bylaws require that the membership also be given notice, or only the board must be given notice of the meeting.

Can you copy/paste exactly what the bylaws say about the 3-day-notice requirement?

[Genesis]

"All meetings of the board, other than executive sessions, shall be open to all members of the association, and association members who are not on the board shall be permitted to participate in any deliberation or discussion, other than executive sessions, pursuant to owner participation rules adopted by the board. All board meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised. Unless otherwise provided in the declaration or bylaws, a board may permit any meeting to be conducted by any means of communication through which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. If permitted by the board, any unit owner may participate in a meeting conducted by a means of communication through which all participants may simultaneously hear each other during the meeting, provided that the board may require that the unit owner pay for the costs associated with the participation.The board shall meet at least once a year. Notice of all board meetings shall be posted by the managing agent, resident manager, or a member of the board, in prominent locations within the project seventy-two hours prior to the meeting or simultaneously with notice to the board. The notice shall include a list of business items expected to be on the meeting agenda."

[Alicia Percell, PRP]

This sounds like an HOA, so it's important to note that there may be state law which overrides advice we give based on Robert's Rules.

It appears that notice is required to be posted in prominent locations within the project EITHER:

• seventy-two hours prior to the meeting, OR
• simultaneously with notice to the board

If you're receiving notice by seeing it posted in a prominent location, how do you know when it was posted?  You might not see it until a day or two later, but it might still have been posted on time.

What concerns me is that this sentence with the timing requirement doesn't end by saying "whichever is sooner."   By itself, it seemingly allows less than seventy-two hour notice so long as board members also didn't get earlier notice.

There is likely a state law which establishes a minimum amount of required notice to the board, and if so, that would supersede the aspect of this bylaw which seemingly could permit very little notice.  You need to find out whatever your state law says about minimum meeting notice for an HOA and its board.  My instinct tells me that state law might have a minimum of seventy-two hours for board notice, such that the clause about "simultaneously with notice to the board" wouldn't actually be so loose as to allow a situation with less than seventy-two hours notice, but it would require more than seventy-two hours notice if the board got more than seventy-two hours...but that's just a hunch.

This bylaw makes it clear that association members are entitled to notice (though the amount of required notice may be in question) even if they're not board members.

IF (in caps for emphasis) you find that the notice you're receiving is less than what is required, that could be grounds under RONR for invalidating business conducted during that meeting.

You should also check your state law to find whether HOA board members are prohibited from having private discussions outside of meetings observed by residents.  It might be allowed.  It might not.  RONR doesn't establish such a prohibition.