Adams Stirling PLC


Board Meeting Defined. Board meetings are defined by the Davis-Stirling Act as a gathering of a quorum 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." (Civ. Code § 4090.)  The definition of “board meeting” under Civil Code § 4090(a) does not include email correspondence between directors, even if they discuss matters of association business. 

In sum, we conclude "board meeting," as defined by section 4090, subdivision (a), is an in-person gathering of a quorum of the directors of a homeowners association at the same time and in the same physical location for the purpose of talking about and taking action on items of association business. E-mail exchanges among directors on those items that occur before a board meeting and in which no action is taken on the items, such as those at issue in this case, do not constitute board meetings within the meaning of that provision. (LNSU #1 v. Alta Del Mar Coastal Collection Cmty. Ass'n.)

The court rejected the argument that relied on the language of Civil Code § 4910(b) (prohibiting a board meeting via email except in an emergency) as indicating a board meeting could be held by email. 

We therefore read section 4910, subdivision (b) as specifying a third method, in addition to and different from those defined by section 4090, by which the board may conduct a meeting and take action on a matter of homeowners association business, and which may be used only in an emergency as defined by section 4923. It is not a subset of the type of board meeting defined by section 4090, subdivision (a), by which the board may take action on association business matters in nonemergency situations. (LNSU #1 v. Alta Del Mar Coastal Collection Cmty. Ass'n.)

No Actions Outside of Board Meetings. The board cannot take action on any item of business outside of a board meeting. (Civ. Code § 4910(a).)

Business Defined. "Item of business" means any action within the authority of the board, except those actions 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. (Civ. Code § 4155.)

Open Board Meetings. The legislature patterned some of the Open Meeting Act on the open meeting provisions of The Brown Act. By statute, members can observe the board conduct business. In addition, they can address the board during the Open Forum portion of the meeting. See "Member Access to Board Packets."

Exceptions to Open Meeting Act. Not all gatherings of directors in one place are considered "board meetings." See "Exceptions to Open Meeting Act." And not all board meetings are required to be open. Executive Session Meetings are excepted.

Allowable Meetings. With proper notice, the following meeting formats are allowed:

  • In Person. Directors can meet in person at a physical location.
  • Virtual (Zoom) Meetings. Directors can meet by telephone or video conference. (Civ. Code § 4090(b).) See Zoom Meetings.

Unanimous Written Consents. Prior to the Legislature's 2012 amendment to the Open Meeting Act, boards could take actions by unanimous written consent without a meeting. Such actions are now disallowed except for emergencies. (Civ. Code § 4910(a)). See "Emergency Meetings." In associations that are not common interest developments, boards can continue to take actions by unanimous written consent. (Corp. Code § 7516Corp. Code § 7211(b).)

Violations of the Open Meeting Act. See "Violation of the Open Meeting Act."

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC