Adams Stirling PLC


Limited to the Agenda. Civil Code § 4930(a) restricts boards from discussing or taking action on any item at a non emergency meeting unless the item was placed on the agenda included in the notice given to the membership.

Setting the Agenda. When it comes to setting board meeting agendas, all directors have a right to bring business before the board. Except for decisions previously made by the board, the president cannot choke off the board's business by refusing to list matters on the agenda. Any director can make a motion and put an action item on the next meeting agenda. If the motion is adopted by a majority of directors, that item must appear on the next agenda. (Robert's Rules, 11th ed., p. 650-651.)

Owner Requests. Members can request that an action item be placed on the agenda. Since boards set their own meeting agendas, not members, placing the request on the agenda is at the board's discretion. 

Exceptions to Agenda Limiation. As provided in (Civil Code § 4930(d)), boards may take action on any item of business not appearing on the agenda under the following conditions:

  1. Emergency. Upon a determination made by a majority of the board of directors present at the meeting that an emergency situation exists. An emergency situation exists if there are circumstances that could not have been reasonably foreseen by the board, that require immediate attention and possible action by the board, and that, of necessity, make it impracticable to provide notice.( Civ. Code § 4930(d)(1).)
  2. Immediate Action. Upon a determination made by the board by a vote of two-thirds of the members present at the meeting, or, if less than two-thirds of the total membership of the board is present at the meeting, by a unanimous vote of the members present, that there is a need to take immediate action and that the need for action came to the attention of the board after the agenda was properly posted and distributed.
  3. Prior Meeting Agenda. The item appeared on an agenda that was posted and distributed for a prior meeting of the board of directors that occurred not more than 30 calendar days before the date that action was taken on the item and, at the prior meeting, action on the item was continued to the meeting at which the action is taken.

Items Not on the Agenda. With the following exceptions, boards are not allowed to discuss or take action on any item not on the agenda. As provided for in Civil Code § 4930(a):

  • Reports. Board members and their agents (including managers) may briefly respond to statements or questions from association members, ask clarifying questions, make brief announcements, or make brief reports on their own activities.
  • Administrative. Boards may refer certain informational matters and administrative tasks to their managers, agents, and staff--even if these items were not listed on the agenda.

Consent Agenda. Boards are allowed to include "consent agenda" items in their meeting agenda., that is, a grouping of non-controversial agenda items that are expected to be approved by the board without discussion. (Robert's Rules, 11th ed., pp. 361). As such, it can be a significant time saver for board meetings. Routine items can be grouped together on the agenda with a heading of "consent calendar" or "consent agenda." When the board reaches that portion of the agenda, the chair asks if any member wishes to remove (or pull) any item from the consent agenda. They may do so by stating "I pull item #____." Pulling an item does not require a second. After all the "pulls" are made, the chair states, "Without objection, the remaining items (or all the items if none have been pulled) are adopted by general consent." If any director wants to vote against an item, he/she must pull it from the consent agenda. This is a case where silence not only implies consent, silence is consent. If any items are pulled, the board can either take them up immediately for discussion and vote or put them in their appropriate place in the agenda.

Executive Session. Notice of executive session meetings must also contain an agenda. (Civ. Code § 4920(d).) Because executive sessions are confidential and topics are generally noted in open meeting minutes (Civ. Code § 4935(e)), agenda descriptions are more circumspect. See Sample Agenda for Executive Sessions.

Sample Agenda. See Sample Agenda

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Adams Stirling PLC