QUESTION: Board members can't discuss HOA business outside a meeting unless it's among less than a majority. Our board meets monthly and it is not enough time to discuss everything in our board packet. We have five board members; can I speak to one or two directors one day and the other one or two another day?
ANSWER: Not really. What you describe is a wheel hub meeting with you at the hub. "Serial meetings" which seek to evade the Open Meeting Act fall into two categories:
- Chain Meetings (or daisy chain meetings) occur where director"A" talks to director "B" who talks to "C" who, in turn, talks to "D." A variation is where A and B talk, then A talks to C and B talks to D, etc.. No more than two are ever in the conversation so a quorum is never involved.
- Hub-Spoke Meetings (also called wheel-hub meetings) occur when directors are spokes with one person at the center (the hub). Directors never talk to each other; they each separately to a director (or manager) who coordinates and relays the messages.
These kinds of meetings are not addressed by the Davis-Stirling Act. Whenever in doubt about Open Meeting compliance, we can turn to the Brown Act and the Bagley-Keene Act for guidance. The Brown Act regulates the meetings of public legislative bodies and local public agencies and was used as a model for the Davis-Stirling Open Meeting Act. The Brown Act prohibits such communications, whether direct, by intermediaries or electronically. Gov. Code §54952.2; 63 Opps.Atty.Gen. 820 (1980); Stockton Newspapers v. Redevelopment Agency (1985) 171 Cal.App.3d 95.
If a board were sued under the Davis-Stirling Act for hub-spoke or chain meetings, the courts would likely interpret Davis-Stirling using the same principles found in the Brown Act.
Recommendation. Directors should make sure that their discussion of board business is confined to noticed meetings of the board. This puts a significant burden on volunteer directors who already have busy home and work schedules. To compensate for the restriction, many boards rely more heavily on their managers to handle day-to-day operations and then schedule short meetings between regular meetingsto address one or two issues (following proper notice to the membership).
ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.