Adams Stirling PLC


  2-Minute video

A "virtual meeting" is not an email meeting between directors (which is disallowed) but rather a teleconference (by phone or video) where directors and members can participate in real time.

Director Attendance. Starting January 1, 2012, 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 the meeting is in executive session, directors can all attend virtually by conference call or video conference.

Member Attendance. If one or more (or all) directors attend a board meeting by teleconference, the following is required so members of the association can attend (Civ. Code § 4090(b)):

1. Physical Location. Notice of the meeting must identify at least one physical location so members of the association may attend, and

2. Representative Present. At least one director or a person designated by the board must be present at that location.

3. Able to Participate. All directors participating in the meeting must be able to hear one another, as well as members of the association speaking on matters before the board.

To satisfy the requirements, a conference phone or laptop (or similar device) must be set up in the room so directors and members can hear or observe remote directors conduct the meeting. The arrangement must allow for member participation during Open Forum.

Declared Emergencies. Effective September 23, 2021, the requirement for a physical location is waived during declared emergency where it is unsafe or impossible for directors and members to gather in person. (Civ. Code § 5450.) Under those conditions, open meetings of the board can be conducted entirely virtually (video conference or conference phone). To hold virtual meetings, associations must do the following:

1. Individual Notice. Notice of the first meeting held virtually must be delivered to members by individual delivery. If mail delivery is not possible, the association must send the notice to any email address provided to the association by that member, in writing.

2. Meeting Instructions. Notice of meetings must provide clear instructions on how members can participate in the teleconference (a link for logging into the meeting and a phone number for members who wish to participate by telephone. (Some members might not have access to the internet for videoconferencing but could call into the meeting.)

3. Technical Assistance. The notice of meeting must provide the phone number and email address of a person who can assist members with technical problems before and during the meeting.

4. Roll Call Vote. 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 recorded individually).

Membership Meetings & Elections. Everything described above also applies to membership meetings conducted virtually. In addition, the following applies: (1) The meeting at which ballots are to be counted and tabulated must be conducted by video conference; and (2) The camera must be placed in a location such that members can witness the inspector of elections counting and tabulating the votes. (Civ. Code § 5450(d)):

Recommendation. Even though Zoom meetings conducted after a "declared emergency" is over are not required to include (i) instructions for logging into the meeting, (ii) a contact person for technical assistance, and (iii) roll call voting, these should be considered best practices and should be followed whenever teleconferencing is used for association board and membership meetings.

Recording Meetings. With the board's permission, the secretary may record open board meetings to assist in the preparation of minutes. Once minutes have been approved by the board, the recording should be erased. Even though the secretary may record meetings for the purpose of preparing minutes, the board can disallow recordings by others, whether it be members or other directors. If an association has kept recordings of its meetings, members might request copies. If so, the board can, but is not required to, provide access to the recordings. Minutes must be provided by statute but recordings used to prepare minutes are not on the list of records required by statute to be made available to members for review and copying. See Records Not Subject to Inspection.

ASSISTANCE: If your association needs assistance with this issue, contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC