It is the fiduciary duty of HOA board members to attend HOA board meetings. But, is anyone else allowed to attend board meetings as well? And what happens if a board member is consistently absent?
In this article:
Duty to Attend HOA Board Meetings
The role of any management team is, by definition, to be responsible for the operations of the organization they are working for. In our cases, it is a homeowners association. That naturally encompasses the board of directors and, subsequently, every member of the board.
Board members have fiduciary duties to fulfill, namely the duty of care and the duty of loyalty. Attending board meetings regularly falls under the duty of care. Under this duty, you, as a board member, must perform the duties and responsibilities placed upon you.
Board meetings are where important association matters are discussed. It is also where board members vote on action items and review the association’s finances. By refusing to participate in board meetings, you are neglecting your duty to maintain the community.
This is the reason why every director needs to attend HOA board meetings in order to fulfill the requirements of their position. Should this not be the case, the rest of the board must look into the matter.
Should the HOA Manager Attend HOA Board Meetings?
If your association employs an HOA manager, you are probably wondering whether they should also attend HOA board meetings. The answer is not as clear-cut as to whether board members should attend.
On the one hand, HOA managers generally have more experience dealing with association matters. This means they have a wealth of knowledge to share. They can even stop board members from making bad decisions at these meetings.
On the other hand, the case against HOA managers attending meetings has to do with how involved they are. Generally, HOA managers should offer their assistance to the HOA board but only to a certain extent. They should not become intrusive or push their own decisions over the board. An HOA manager does not serve as the chief of the operations, after all. They are not even board members.
So, if you are wondering what to do about your HOA manager, the decision is ultimately yours to make. If you find that having your HOA manager around does more harm than good, then you should probably disinvite them to future meetings. However, if you feel your HOA manager is generally helpful and supportive without disrupting the flow, then you can allow them to stay.
What Happens When Board Members Skip Meetings?
First and foremost, you need to learn whether or not the director that has not been attending meetings regularly has a justifiable excuse for their absence. Medical reasons and personal issues, for example, represent only a small portion of a long list of viable explanations. But, they should still be able to contribute to their community in the long-run.
A relatively short absence of a director can easily be mitigated. There should be no reason why the rest of the board would not be able to handle the regular everyday workloads. However, if the director will obviously not be available to fulfill their duties for an extended period of time, a replacement should be found. Should the board president is absent, the vice president will naturally assume their role.
Dealing with a Problematic Board Member
The situation above is only one of the possible scenarios. The second one is the “problematic” director. This person may be running for elections despite inactivity (in light of, say, a shortage of candidates) and a lack of desire to cooperate with the rest of the board. This is when a homeowners association needs to resort to technicalities.
First of all, you need to look at your bylaws. It is possible that there are certain requirements directors need to stand up to in order to be able to hold on to their position – such as attend a set minimum number of meetings. This allows the easy removal of the said director, though it is not always the case.
If you are facing the latter scenario, then it is best to check your state laws. For instance, in California, Corp Code 7231(a) and the Civil Code 1365.5 present alternate solutions. Basically, the former dictates that “a director must perform his duties as a director…”, while the latter requires board members to keep in check with the HOA’s financial shape. By not attending board meetings, the said director is missing the treasurer’s report, thus violating his duties and may be subject to removal.
Can Homeowners Attend HOA Board Meetings?
Thanks to the Open Meeting Act, HOA boards must allow homeowners into board meetings. These open board meetings allow residents to observe the way board members handle issues and make decisions. There may also be a designated time for residents to speak, called an open forum.
This does not mean, though, that homeowners can listen in on all matters of discussion. The board can discuss more sensitive topics, such as how to deal with delinquent homeowners, during the executive session. This session is not open to homeowners.
So, if homeowners can attend open board meetings, who else can do so?
- Spouses. According to industry practice, the spouses of board members, even if they are not board members themselves, can attend board meetings. However, if they step out of line in any way, they can be asked to leave.
- Renters. Renters are generally not considered homeowners since they are only tenants. Depending on your association’s bylaws, though, renters may be allowed to attend open sessions.
- Realtors. Legally, realtors do not possess the right to attend board meetings if they are not board members. However, the board can decide to allow them in the meeting.
An Effective HOA Board Member
As part of your HOA board of directors, it is your duty to maintain the community to the best of your abilities. But, fulfilling those duties is impossible if you refuse to attend HOA board meetings. If you want to be an effective HOA leader, you must carry out your responsibilities with due diligence. That includes showing up at HOA meetings, dealing with problem homeowners (and even directors), and following the provisions set forth in your governing documents.
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