Virtual Board Meetings
Virtual Meeting Attendance
A "virtual meeting" is one conducted via teleconference or video conference in which directors and members can participate in real time.
Director Attendance. Board members who cannot physically appear in person at a board meeting (whether regular, special, emergency, or executive session) can attend electronically by telephone or video. (Civ. Code § 4090) They can attend if the absent director can hear all other board members, and all other board members can hear the absent director. Attendance in this manner counts as if the director were physically present in the meeting. (Civ. Code § 4090, Corp. Code § 7211(a)(6)) If the meeting is in executive session, directors can all attend virtually by conference call or video conference.
Member Attendance. Beginning January 1, 2024, board and membership meetings can be held virtually without designating a physical location for members to attend. To hold virtual meetings where members are allowed to attend, the following conditions must be satisfied (Civ. Code § 4926(a)):
- Technical Instructions. The meeting notice must include clear technical instructions for participating.
- Contact Information. The notice must contain the telephone number and email address of someone who can provide technical assistance before and during the meeting.
- Individual Delivery. A reminder that members may request individual delivery of meeting notices, with instructions on how to do so.
- Ability to Participate. Every director and member has the same ability to participate in the meeting as if it were held in person.
- Roll Call Vote. Any vote of the directors shall be conducted by roll call. (Directors continue to make motions and hold discussions as they would at an in-person meeting. However, voting by directors must be conducted by a roll call vote (each director is called by name, and his/her vote is recorded individually).
- Telephone Option. Any person entitled to participate in the meeting may do so by telephone. (Some members might not have access to the internet for videoconferencing but could call into the meeting.)
Exception to Virtual Meetings
A meeting where ballots are counted and tabulated pursuant to Section 5120 cannot be entirely virtual. It must be conducted (i) entirely at a physical location or (ii) a hybrid meeting with virtual elements plus a physical location. (Civ. Code § 4926(b)) What remains unclear is the location of the ballot tabulation. There is a split of opinion in the legal community. Following are the two interpretations:
Onsite Tabulation. Those who argue for the Inspector of Elections to physically attend the meeting and count ballots cite Civil Code 5120(a), which states: "All votes shall be counted and tabulated by the inspector or inspectors of elections, or the designee of the inspector of elections, in public at a properly noticed open meeting of the board or members. Any candidate or other member of the association may witness the counting and tabulation of the votes . . ."
Offsite Tabulation. Because of the high cost of an inspector appearing in person, others favor an interpretation that allows the inspector to appear virtually, provided the camera clearly shows the inspector counting and tabulating votes. They point out that "in public" means being viewed or witnessed, i.e., not hidden, which is satisfied with a wide-angle camera showing the counting.
Hybrid Meetings
Boards can also hold hybrid meetings in which directors meet in person while some or all members observe via Zoom. Hybrid meetings can be especially important for associations with seasonal residents, i.e., "snowbirds" who fly in for the winter and leave during the summer. It allows them to attend meetings. Hybrid meetings are also useful for vendor and consultant presentations that might otherwise be unavailable in person. They can also be used to reduce legal fees. Having counsel attend an executive session meeting by video conference eliminates drive-time charges.
Technology Setup. The technology for hybrid meetings is relatively inexpensive and easy to set up. You only need a laptop, a medium or large-screen TV on a wall, a wide-angle webcam, and a conference speaker. I recommend a Bluetooth speaker with extension microphones to make it easy for everyone to hear and be heard. There is a large selection of affordable equipment to choose from. A techie can help boards decide what is best for their meeting rooms, purchase the equipment, and set everything up. It pays to invest in good equipment. Doing so will give boards the flexibility and convenience to hold meaningful hybrid meetings. Meeting Owl. For those willing to spend extra money, the "Meeting Owl" is the way to go. It captures a 360° view of the room in high definition and 360° audio up to 18 feet. The camera automatically focuses on whoever is speaking, while showing a 360° view of the room.
Notice of Hybrid Meeting. The meeting notice should include a statement that, as a courtesy only, the board is making the meeting available by Zoom and teleconference for those who cannot attend in person. The unexpected loss of internet service should not derail a hybrid meeting since Zoom provides a teleconference dial-in phone number for every videoconference meeting for those who want to participate by telephone only. If the internet goes down, remote attendees can switch over to the teleconference line for the meeting. The meeting notice should also state that if an attendee has technical issues, the meeting will continue with those present in person.
Secretary Recordings
With the board's permission, the secretary may record open board meetings to assist in preparing the minutes. Once the minutes have been approved, boards may either erase the recording or post it in a password-protected section of the association's website for members to review.
Homeowner Recordings
Boards can prohibit recordings by attendees, whether they are members or other directors. All meetings should begin with a warning that recordings are prohibited.
ASSISTANCE: If your association needs assistance with this issue, contact us. To stay current with community association issues, subscribe to the Davis-Stirling Newsletter.
