Adams Stirling PLC


NOTICE TO MEMBERS REQUIRED. Unless the governing documents require longer period of notice, members must be given notice of the time and place of board meetings at least four (4) days prior to the meeting. (Civ. Code § 4920(a).) Notice can be given by general delivery (Civ. Code § 4920(c).) Notice, which must include an agenda, may be given by any of the following methods:

  • Billing Statement. Inclusion in a billing statement. (Civ. Code § 4045(a).)
  • Electronic. Email, facsimile, or other electronic means, if the recipient has consented, in writing, to that method of delivery. (Civ. Code § 4040.)
  • Mail. First-class mail, postage prepaid, registered or certified mail, express mail, or overnight delivery by an express service carrier. The document shall be addressed to the recipient at the address last shown on the books of the association. (Civ. Code § 4040.)
  • Newsletter. A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or report pursuant to this division when addressed and mailed or delivered to the member, or in the case of members who are residents of the same household and who have the same address on the books of the corporation, when addressed and mailed or delivered to one of such members, at the address appearing on the books of the corporation. (Corp. Code § 5016; Civ. Code § 4040.)
  • Posted in a Prominent Location. Posting the notice in a prominent location that is accessible to all members, if the location has been designated for the posting of general notices by the association in the annual policy statement, prepared pursuant to Section 5310. (Civ. Code § 4045(a)(3)). 
  • Website. If the association maintains an internet website for the purpose of distributing information on association business to its members, by posting the notice on the association's internet website in a prominent location that is accessible to all members if designated as a location for posting general notices in the annual policy statement. (Civ. Code § 4045(a)(5)). 

Types of Meetings. There are different notice requirements for emergency meetings, executive sessions, and membership meetings. In addition, if the meeting will be held entirely by video or teleconference, additional instructions must be included in the notice of meeting.

Calculating Notice Deadline. See definition of "day."

AGENDA REQUIRED WITH NOTICE. Starting January 1, 2008, board meeting agendas must be posted along with the notice of meeting--posting them on a bulletin board is allowed, provided it is in a prominent location accessible to all members. (Civ. Code § 4920.) The notice and the agenda can be on the same page.

Items Not on the Agenda. With the following exceptions, boards are not allowed to discuss or take action on any item not on the agenda. As provided for in Civil Code § 4930(a):

  • Reports. Board members and their agents (including managers) may briefly respond to statements or questions from association members, ask clarifying questions, make brief announcements, or make brief reports on their own activities.
  • Administrative. Boards may refer certain informational matters and administrative tasks to its managers, agents and staff--even if these items were not listed on the agenda.
  • Emergencies. Any subject may be discussed and acted upon if there is an emergency, if immediate action is needed on a matter which arose after the agenda was distributed, or if the item was on a recent agenda and was continued to the current meeting. See Adding Emergency Items to the Agenda after it is posted.

Sufficient Detail. Black's Law Dictionary defines "agenda" as "items of business or discussion to be brought up at a meeting." A meeting agenda must contain enough information so members can easily understand what will be discussed at the meeting. The descriptions cannot be so generic that members have no idea what business is actually being conducted by the board. For example, if the board intends to discuss installation of a new landscape sprinkler system, re-roofing a building, and repainting the clubhouse, a generic agenda item called "Maintenance" is not enough. No one reading the posted agenda will have any idea what that means. The agenda should list each item of business. That way, members can decide if they want to attend and give their opinions during open forum. See Sample Board Meeting Agenda for open meetings.

Consent Agenda. Boards are allowed to include "consent agenda" items in their meeting agenda.

Executive Session. Notice of executive session meetings must also contain an agenda. (Civ. Code § 4920(d).) Because executive sessions are confidential and topics are generally noted in open meeting minutes (Civ. Code § 4935(e)), agenda descriptions are more circumspect. See Sample Agenda for Executive Sessions.

Request for Mailing. Members can request to receive individual notice of board meetings.

NOTICE TO DIRECTORS. See director notice requirements.

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC