Board members at Committee Meetings

[Guest Alicia]

Hello,

   Our HOA uses standing committees made up of association members and a liaison from the board with voting rights. We are working on revising our documents and have interest from several board directors that would like to attend the committee meetings.  I believe that if there is a quorum (in this case 4) of board members present - technically it is a board meeting and would need to be open to all members of the association (as our bylaws state) and minutes would need to be taken as board minutes (?). I do take minutes of the committee meeting already.  Your insight to this would be very helpful. We are going in circles of how to let other board members at least observe the meeting so they understand the discussion..

Best

Alicia

[Joshua Katz]

It sounds like you're referring to a sunshine or open meeting law. Interpreting what creates a "meeting" under those laws is a legal question, not one we can answer. As far as RONR is concerned, no number of board members is automatically a meeting.

[Gary Novosielski]

On 9/19/2024 at 6:53 PM, Guest Alicia said:

Hello,

   Our HOA uses standing committees made up of association members and a liaison from the board with voting rights. We are working on revising our documents and have interest from several board directors that would like to attend the committee meetings.  I believe that if there is a quorum (in this case 4) of board members present - technically it is a board meeting and would need to be open to all members of the association (as our bylaws state) and minutes would need to be taken as board minutes (?). I do take minutes of the committee meeting already.  Your insight to this would be very helpful. We are going in circles of how to let other board members at least observe the meeting so they understand the discussion..

Best

Alicia

I'd advise against it because of the problems you noted and others that are around the corner.

If Board members want to understand what the committee is up to, let them read its reports.

[Josh Martin]

On 9/19/2024 at 5:53 PM, Guest Alicia said:

I believe that if there is a quorum (in this case 4) of board members present - technically it is a board meeting and would need to be open to all members of the association (as our bylaws state) and minutes would need to be taken as board minutes (?).

RONR says no such thing. The mere fact that a sufficient number of board members to constitute a quorum is present does not magically turn a committee meeting into a board meeting. In order to constitute a board meeting, it must be a regular or properly called board meeting. Any number of board members are free to attend the committee meeting, and this has no effect whatsoever on the right of others to attend or on the contents of the minutes.

There are, however, often rules to this effect in a state's "Open Meeting Law" or "Sunshine Law," and if your group is subject to laws of this nature, I suggest you consult an attorney to determine what those laws require.

Edited September 20, 2024 at 04:19 PM by Josh Martin

[Gary Novosielski]

On 9/19/2024 at 8:01 PM, Gary Novosielski said:

I'd advise against it because of the problems you noted and others that are around the corner.

If Board members want to understand what the committee is up to, let them read its reports

 

On 9/20/2024 at 12:18 PM, Josh Martin said:

There are, however, often rules to this effect in a state's "Open Meeting Law" or "Sunshine Law," and if your group is subject to laws of this nature, I suggest you consult an attorney to determine what those laws require.

My remarks were made presuming that your group is subject to "Sunshine Laws" because that is a common provision.  @Josh Martin rightfully points out that this is not a rule in RONR. 

In some states, Open Public Meeting Laws provide that a quorum of group members can't even share a ride together or attend a backyard barbecue without it becoming a Meeting.  In some cases the regulations explicitly exempt a gathering of members from a variety of municipalities who attending the same event.  Your attorney can advise you of the details that apply in your location.

The problem with having a quorum together is that if it's a de facto Meeting, it requires advance public notice.  So a quorum of members could share a taxi if they published a public notice of intent.  But then the entire town would have to be allowed to ride in that taxi, limo, bus?

[Guest Alicia]

Thank you all for your input.  We are not required to follow state open meeting laws, although our bylaws say that all board meetings must be open to members, but nothing else.  Your explanations about meetings of directors with intent to discuss business being a board meeting, I was applying an advisement that our board's scheduled "pre-meetings" were board meetings to committee meetings.  That said, comments about a committee meeting being separate from a board meeting make sense- what we forward to the board still needs to be a discussion and if needed voted on at that level.  To calm any concerns, possibly the bylaws can be revised to address directors at committee meetings, and without voting rights to avoid any appearance of trying to influence an outcome. (?) 

[Joshua Katz]

Given that there is no open meeting law applicable here, I have a few thoughts. A quorum of board members does not a meeting make. 

On 9/21/2024 at 2:39 PM, Guest Alicia said:

Your explanations about meetings of directors with intent to discuss business being a board meeting, I was applying an advisement that our board's scheduled "pre-meetings" were board meetings to committee meetings.

I don't really understand the second clause here. But as to the first, I think that's putting the cart before the horse. A quorum of board members gathering who want to do business is still not a meeting. The meeting has to come first, as in, be properly called. A quorum cannot simply gather, call itself a meeting, and do business.

On 9/21/2024 at 2:39 PM, Guest Alicia said:

That said, comments about a committee meeting being separate from a board meeting make sense- what we forward to the board still needs to be a discussion and if needed voted on at that level. 

Correct, committee meetings are not board meetings.

On 9/21/2024 at 2:39 PM, Guest Alicia said:

To calm any concerns, possibly the bylaws can be revised to address directors at committee meetings, and without voting rights to avoid any appearance of trying to influence an outcome. (?) 

Certainly the bylaws should not permit directors to show up at committee meetings and vote at them without being committee members, in my opinion. I thought we were discussing attendence. (If you were to let directors vote, the issue wouldn't be an "appearance of trying to influence an outcome," since voting is the clearest way to actually influence an outcome.) 

Additionally, this isn't a court proceeding. I don't think you need to be terribly worried about appearance of influencing an outcome, or even of influencing it. That seems fine to me; it's just politics.

I will say, though, that in my personal opinion, this is a bad idea. These are, as I understand it, committees of the membership. Either they should be closed to all except committee members, or open to the membership. I see no good reason to single out directors as allowed to attend. Directors only have power in their capacity as members of the board (and in any officer position they hold, per the bylaws). Of course, the bylaws can give them powers and privileges on an individual level, but my view is that they shouldn't, at least as regards a process closely tied to the membership, to which the board answers. The board as such only meets at board meetings, and I'm against special privileges for board members unrelated to the board itself.