Notice of Meeting 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."
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.
Notice to Directors
Requirements 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.
Setting Meeting Dates and Times
Regular Meeting Dates. "Regular meetings" of the board are regularly scheduled meetings set on a particular day, such as the 2nd Tuesday of each month. Regular meeting dates and times can be established in the bylaws or set by the board if not in the bylaws. The frequency of regular meetings is sometimes established in the association's bylaws. Most boards meet monthly, which facilitates the monthly financial review requirements of Civil Code § 5500, as amended in 2019. However, for boards without enough activity to warrant monthly meetings, directors might fulfill those requirements with independent monthly reviews of the financial records and then confirm such reviews in quarterly board meetings.
When setting regular meeting dates and times, directors should be sensitive to the needs of fellow directors and accommodate schedules whenever reasonable. However, boards cannot be held hostage to the schedule of a single director. If a director has difficulty attending because of his work schedule, vacations, or family obligations, he can always attend by phone. Since directors have a duty to attend meetings, a board member who is too busy to regularly attend should consider resigning so another volunteer can fill the seat.
Religious Observance and Holidays. Scheduling meetings for Saturdays or Sundays can sometimes be a problem if any of the directors observe either of the days as part of their religion. There is no law that directly applies to this situation because serving on the board is a volunteer position. Even though Title VII of the Civil Rights Act of 1964 does not apply, it requires employers to reasonably accommodate employees' sincerely held religious beliefs unless doing so would impose an undue hardship on the employer. Accommodating a well-recognized religious practice or holiday should be taken into account when scheduling meetings.
Special Meetings. Special meetings of the board are those not regularly scheduled in the bylaws or by the board, which can be called as needed.
Meeting Times. Meeting times are set by the board for the convenience of director schedules so they can, as volunteers, attend to the association's business. For many, the time is early evening to allow directors to meet after returning home from work. A 6:00 or 6:30 p.m. meeting time is common. Early morning meetings are not unusual. Directors schedule meetings at 7:30 a.m. to take care of business before going to work. Meeting times are for the convenience of directors who are volunteers, not for the membership. Non-director members of the community who like to sleep in may complain about early morning meetings, but dates and times must accommodate directors and their schedules.
Meeting Location
The venue or location for board meetings is often required by the bylaws or the articles of incorporation to be "at or near the development." However, the governing documents are sometimes silent. In that case, the Corporations Code states that:
Meetings of the board may be held at any place within or without the state that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, designated in the bylaws or by resolution of the board. (Corp. Code § 7211(a)(5).)
If boards are meeting in obscure locations so as to discourage membership attendance, the membership has recourse by (i) electing boards that are more responsive to the membership's interests or (ii) amending the bylaws to require that meetings be held in the development (provided facilities are available).
Offsite Facilities. For many associations, there are no adequate meeting facilities in the development, and they meet at a local library, church, community facility, or restaurant. If management company offices are available, meetings can be held there.
Virtual Meetings. Whenever appropriate, boards should consider setting up virtual meetings.
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