A "virtual meeting" is not an email meeting between directors (which is disallowed) but rather a meeting electronically where other directors can participate in real time. Starting January 1, 2012, board members in different locations can attend board meetings electronically as follows:
1. 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. 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. (Corp. Code §7211(a)(6).)
Physical Location. If all directors attend an open meeting by teleconference or video conference, notice of the meeting must identify at least one physical location where owners can attend and listen to or observe the board's meeting. (Civ. Code §4090(b).) That means a conference phone or monitor must be at that location so members can observe directors conduct the meeting. The arrangement must allow for members to participate in Open Forum.
2. Membership Meetings. Everything described above also applies to membership meetings. Small associations with members out of town or with absentee owners may find it convenient to hold their annual meeting via a conference call. The call-in number can be published so members can call into the meeting. Large associations may find it unwieldy to hold their annual meeting via a conference call-in number.
Potential Problems. While broadcast meetings and electronic meetings are more accessible to members, there are two significant potential problems boards may encounter. The first is the ease of unauthorized recordings. Members can easily record meetings without the approval of other attendees and then post the recordings on the internet in an edited form so as to embarrass board members or other attendees. The other problem is that legal counsel for homeowners could attend the meetings without the board's knowledge or approval. This is especially problematic when the association's legal counsel is updating the membership on matters involving ongoing litigation.
Recommendation: For associations where most members live onsite, virtual meetings are an interesting novelty. For HOAs where a large percentage of owners live offsite, web conferencing may be more of a necessity. Associations should invest in quality equipment at the meeting's physical location. Putting a cell phone on speaker is not the best way to meet the statute's requirements. A good conference phone is not very expensive and can be ordered online from Amazon.com. Boards should explore the pros and cons with their legal counsel and adopt guidelines if they decide to move forward with electronic meetings.
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