HOA Homefront: How can we tell if these minutes are correct?
Q: Our HOA requires minutes of all committee meetings, including those involving vendor interactions. When I requested copies, the management confirmed there have been no such minutes taken for at least the past two years. What recourse is there for homeowners concerned about the practices and expenditures of committees such as “Landscaping” that are spending nearly 40% of our operating budget. There is no transparency, and the current board is silent when pressed. — K.H., San Diego
A: Normally, committees don’t keep minutes because they have no decision-making power. Check your bylaws, because if that power exists, it would typically come from the bylaws. It’s also typical for committees (except for architectural) to exist to make recommendations to the board on a given topic. Those recommendations are embodied not in minutes but in committee reports to the board. The board should be reviewing those recommendations in open session and then responding with decisions in the minutes. Committees should have charters to confirm their responsibility.
Q: In my association, the manager takes the minutes, but they are often incomplete or inaccurate. In the approved minutes, the section for the homeowner forum is minimal, often providing only a vague reference such as “homeowner discussed pipes.” When board members engage in a discussion on a topic presented during the forum, is there a legal requirement to record the details of that discussion in the minutes? — V.P, Solana Beach
A: Open forum is required of every open board or membership meeting, per Civil Code 4925(b), but boards are restricted by Section 4930 from discussing nonemergency matters that are not on the agenda. Directors may answer open forum questions or provide an update, but directors are not permitted to discuss a matter raised in open forum unless it is already on the announced agenda. I generally do not recommend minutes include open forum comments or questions. The purpose of minutes is to record the corporation’s decisions, not comments or discussions, so including open forum questions or comments is unnecessary.
Q: Can an HOA board move, second and approve an action item when referenced and described by proposal number only? Members and audience only hear (and meeting minutes only reflect): “It has been moved and seconded that we approve Proposal No. 22285 in the amount of $950. All in favor say yes. Motion is approved/passed.” It doesn’t seem right that the content and issues related to this motion are not stated at the board meeting or in the minutes. There was no discussion. It seems like the board is hiding something. — P.P., Rancho Bernardo
A: Volunteer boards should be transparent, and your board is not. Civil Code Section 4930 requires agenda items to be posted four days before the board meeting. If the true substance of the decision is hidden behind a “matter number,” then members cannot determine what is to be discussed or what was decided. I think using matter numbers is only acceptable when boards are dealing with assessment delinquencies – because it protects the delinquent homeowner’s privacy. However, otherwise posted agendas and the minutes should contain enough information so the corporate decisions are properly documented and members know what their board decided.
Richardson is a fellow of the College of Community Association Lawyers and partner of Richardson Ober LLP, a California law firm known for community association advice. Submit column questions to kelly@roattorneys.com.