Adjourned HOA Board and Membership Meetings
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ADJOURNED MEETINGS

Adjournment has two separate meanings. Depending on how it is used, it can either mean "conclude" a meeting or temporarily "suspend" a meeting.

Adjourn to Conclude a Meeting


To adjourn a meeting is to terminate or finish a meeting. "When the business for which the . . . meeting was called has . . . been completed and no question is pending, someone should move "to adjourn," or the chair can call for such a motion." (RONR (12th ed.) 53:29)

Adjourn to Continue Meeting at a Later Date


If the meeting's business is not complete, it may be adjourned to a later date to continue. 

Membership Meetings. Adjournment of membership meetings typically occurs when a quorum is not present. This scenario is usually addressed in the association's bylaws. If not, the Corporations Code and Robert's Rules can be used. In the absence of a quorum, the chair calls the meeting to order, announces the lack of a quorum, and entertains a motion to adjourn to a later date. (RONR (12th ed.) 40:11)

If a date was not selected and announced at the meeting, the board should set the date (in coordination with the Inspector of Elections) and give notice to the membership. As long as the ballots are not opened, they remain valid and will be brought to the adjourned meeting by the Inspector. Once a quorum is reached, the ballots are opened and counted.

Board Meetings. Sometimes, all the business on a meeting's agenda cannot be completed, and the board continues the meeting to another date. The Corporations Code requires notice to board members but is silent about notice to the membership:

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. (Corp. Code § 7211(a)(4))

The Davis-Stirling Act is similarly silent regarding notice of adjourned meetings. Boards should review their association's bylaws to determine whether they address the issue. If they are also silent, notice should be given to everyone attending the date and time of the adjourned meeting. If the adjournment exceeds 24 hours, the new meeting date should be posted. The more conservative approach is to always post notice of continued meetings. If new agenda items are added to the meeting, then it is no longer the same meeting, and a minimum of four days' notice must be given along with a revised agenda.

"Business is immediately resumed at the next meeting at the point where it left off..." (RONR (12th ed.) 21:7(a))

Executive Session Meetings. Neither the Corporations Code nor the Civil Code addresses adjourned executive session meetings. If not addressed in an association's bylaws, the conservative approach is to (i) give notice to any directors who were not in attendance at the meeting and (ii) post notice so the membership is aware of the adjourned meeting if the adjournment is more than 24 hours.

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Adams Stirling PLC