Adams Stirling PLC


QUESTION: Can boards add things to executive meeting agendas without going through the procedures described in the Davis-Stirling Act?

ANSWER: 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. The statute does not make a distinction between open meetings and executive session meetings.

Emergency Exception. The statute provides an exception for emergencies. If an item came to the attention of the board after the agenda was distributed, and if a majority of the board present at the meeting determines that an emergency situation exists, it can be added to the agenda at the meeting. An emergency is defined as "circumstances that could not have been reasonably foreseen by the board, that require immediate attention" and making it impracticable to provide notice. (Civ. Code §4930(d)(1).)

Executive Session Agendas. The statute does not make an exception for executive session meetings. Even so, an argument can be made that executive sessions were not contemplated since the statute requires the board to "openly identify the item to the members in attendance at the meeting" before discussing the item. Members cannot attend executive session meetings so it would seem to apply only to open meetings. 

Reported in Minutes. In any event, if an item of business is acted on by the board in executive session, it must be reported to the membership via open meeting minutes. "Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership." (Civ. Code §4935(e).)

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Adams Stirling PLC