Adams Stirling PLC


1.  NOTICE TO MEMBERS. Unless the governing documents require a longer period of notice, members must be given notice of the time and place of board meetings at least four (4) days prior to the meeting. (Civ. Code § 4920(a).) Notice can be given by general delivery (Civ. Code § 4920(c).) Notice, which must include an include an agenda, may be given by any of the following methods:

  • Billing Statement. Inclusion in a billing statement. (Civ. Code § 4045(a).)
  • Electronic. Email, facsimile, or other electronic means, if the recipient has consented, in writing, to that method of delivery. (Civ. Code § 4040.)
  • Mail. First-class mail, postage prepaid, registered or certified mail, express mail, or overnight delivery by an express service carrier. The document shall be addressed to the recipient at the address last shown on the books of the association. (Civ. Code § 4040.)
  • Newsletter. A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or report pursuant to this division when addressed and mailed or delivered to the member, or in the case of members who are residents of the same household and who have the same address on the books of the corporation, when addressed and mailed or delivered to one of such members, at the address appearing on the books of the corporation. (Corp. Code § 5016; Civ. Code § 4040.)
  • Posted in a Prominent Location. Posting the notice in a prominent location that is accessible to all members, if the location has been designated for the posting of general notices by the association in the annual policy statement, prepared pursuant to Section 5310. (Civ. Code § 4045(a)(3)). 
  • Website. If the association maintains an internet website for the purpose of distributing information on association business to its members, by posting the notice on the association's internet website in a prominent location that is accessible to all members if designated as a location for posting general notices in the annual policy statement. (Civ. Code § 4045(a)(5)). 

Request for Individual Notice. Although general notice requirements, such as notice of board meetings and posting of agendas, can be satisfied by a posting in a prominent location accessible to all members, members can request that board meeting notices be given to them directly. (Civ. Code § 4045(b).) Homeowners can require that notice be delivered to them by first-class mail or by email. (Civ. Code § 4040(a).) Associations are required to alert members to this option in their annual policy statement. (Civ. Code § 5310.)

Types of Meetings. There are different notice requirements for emergency meetings, executive sessions, and membership meetings. In addition, if the meeting will be held entirely by video or teleconference, additional instructions must be included in the notice of meeting.

Calculating Notice Deadline. See the definition of "day."

2.  AGENDA REQUIRED. Starting January 1, 2008, board meeting agendas must be posted along with the notice of meeting--posting them on a bulletin board is allowed, provided it is in a prominent location accessible to all members. (Civ. Code § 4920.) The notice and the agenda can be on the same page. The agenda must contain enough information so members can easily understand what will be discussed at the meeting. The descriptions cannot be so generic that members have no idea what business is being conducted by the board. For example, if the board intends to discuss the installation of a new landscape sprinkler system, re-roofing a building, and repainting the clubhouse, a generic agenda item called "Maintenance" is not enough. No one reading the posted agenda will have any idea what that means. The agenda should list each item of business. That way, members can decide if they want to attend and give their opinions during the open forum

3.  NOTICE TO DIRECTORSRequirements for giving notice to board members are normally found in the association's articles or bylaws. If the governing documents do not contain notice provisions, Corporations Code § 7211(a) provides for the following:

  • Regular Meetings. Regular meetings of the board may be held without notice to the directors if the time and place of the meetings are fixed by the bylaws or by decision of the board, such as "6:00 p.m. on the second Tuesday of each month."
  • Special Meetings. Special meetings of the board require four days' notice to directors by first-class mail or 48 hours' notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.
  • Emergency Meetings. Emergency meetings may be held with whatever notice as may be practicable under the circumstances.

Any required notice may be waived by individual directors. (Corp. Code § 7211(a)(3).) See membership notice requirements.

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Adams Stirling PLC