Board Meeting Definition

The board of directors of a common interest development shall not take action on any item of business outside of a board meeting.

Board meetings are defined by the Davis-Stirling Act as a gathering of a quorum of directors at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board.

An item of business means any action within the authority of the board, except those actions the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a majority of the directors.

With proper notice, the following meeting forms are permitted:

  • Board members can meet in person at a physical location.
  • Board members can meet by telephone or by video conference such as Zoom.

Disallowed Meetings

  • Email meetings are not permitted except for conducting emergency meetings.
  • Unanimous written consents can no longer be used for actions without a meeting.

Approving HOA Corporate Minutes

Minutes of HOA board meetings are to be approved, after any corrections by the board, at the next board meeting and then signed by the secretary or the president in the absence of the secretary. Minutes of executive session minutes must be reviewed and approved at the next executive session of the board and not during a regular open board meeting because confidentiality must be maintained. After approval, the secretary should sign the minutes. Some boards choose not to have the secretary sign the approved minutes. They prefer to simply vote and have the minutes memorialize the approval. This is lawful but it is not the best practice.