The Board of Directors of a homeowner’s association may hold both regular meetings and executive sessions. At a regular meeting, any member is permitted to attend and speak. Executive sessions, however, are usually limited to Board members and are called to discuss litigation, contract matters with third parties, member discipline, or upon a member’s request regarding the member’s payment of an assessment.
For a regular board meeting, an agenda of the topics and issues to be discussed must be provided to the members of the association. The Board cannot discuss, decide, or act on any issue that is not included in the agenda. An association member who is not on the Board may, however, raise an issue that is not on the agenda. If an association member does raise an issue not on the agenda, the Board has a few options: 1. briefly respond to statements or questions posited by the speaker; 2. ask a question for clarification; 3. make a brief announcement; or 4. draft a brief report on his or her own activities to respond to the speaker.
There is an exception to this rule that allows the Board to make a decision on an issue not included on the agenda. If a majority of the Board in attendance at the meeting (two-thirds is considered a majority) determines that the issue raised is: 1. an emergency, 2. the emergency was unforeseeable by the Board, and 3. that the emergency requires immediate action, the Board can make a decision or take action on the issue.
As for an executive session, the current statutory language is equivocal as to whether an agenda is required. To avoid possible litigation for violating the governing statute, a Board of Directors should err on the side of caution and create an agenda for an executive session. If an agenda is not drafted, the Board can also follow the emergency procedures listed above to ensure compliance with the governing statute.
If there are any questions or concerns involving Board of Director meetings and an association member’s right to be heard, feel free to contact Silldorf & Levine.