Meeting Defined. Not all gatherings of directors are automatically deemed "meetings" of the board. Board meetings are defined by the Davis-Stirling Act as a gathering of a majority of directors at the same time and place to "hear, discuss, or deliberate upon any item of business that is within the authority of the board." Civil Code §1363.05(k)(2)(A).

Form of Meeting. Board meetings can be held by any of the following methods:

• In Person. Directors may can meet in person at a physical location.

• Email. Email meetings are prohibited except for conducting emergency meetings.

• Tele-Video Conference. Directors can meet via teleconference.

• Unanimous Written Consent. A "unanimous written consent" may be used for actions without a meeting.

Board Business Defined. "Item of business" means any action within the authority of the board, except those actions that the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a majority of the directors. Civil Code §1363.05(k)(1).

Brown Act. Even though the Brown Act does not apply to associations, it can provide useful guidelines for matters not specifically addressed by the Open Meeting Act. For example, may members of the board attend an informational seminar on an upcoming agenda item without violating the Open Meeting Act? The applicable portion of the Open Meeting Act is unclear but under the more detailed provisions of the Brown Act (Gov. Code §54952.2(c)), the following actions would not be considered a violation:

(1) Individual contacts or conversations between a member of a legislative body and any other person.

(2)  The attendance of a majority of the members of a legislative body at a conference or similar gathering open to the public that involves a discussion of issues of general interest to the public or to public agencies of the type represented by the legislative body, provided that a majority of the members do not discuss among themselves, other than as part of the scheduled program, business of a specified nature that is within the subject matter jurisdiction of the local agency. Nothing in this paragraph is intended to allow members of the public free admission to a conference or similar gathering at which the organizers have required other participants or registrants to pay fees or charges as a condition of attendance.

(3)  The attendance of a majority of the members of a legislative body at an open and publicized meeting organized to address a topic of local community concern by a person or organization other than the local agency, provided that a majority of the members do not discuss among themselves, other than as part of the scheduled program, business of a specific nature that is within the subject matter jurisdiction of the legislative body of the local agency.

(4)  The attendance of a majority of the members of a legislative body at an open and noticed meeting of another body of the local agency, provided that a majority of the members do not discuss among themselves, other than as part of the scheduled meeting, business of a specific nature that is within the subject matter jurisdiction of the legislative body of the local agency.

(5)  The attendance of a majority of the members of a legislative body at a purely social or ceremonial occasion, provided that a majority of the members do not discuss among themselves business of a specific nature that is within the subject matter jurisdiction of the legislative body of the local agency.

Seminars. Accordingly, board members can attend informational seminars without violating any laws. Such seminars are often useful to directors and help fulfill their duty of due diligence. The same is true when it comes to directors attending committee meetings.