Blog Post by David Swedelson, Founding Partner SwedelsonGottlieb
Recent amendments to the Davis-Stirling Act have made it challenging for community association boards of directors to “deal” with important Association business. Don’t know what I’m talking about? As of January 1, 2012, the California Legislature has imposed a prohibition on Boards taking action on any “item of business” outside of a properly noticed Board meeting. Obviously, the inability of a board to make “decisions” via email can restrict a Board’s ability to make time sensitive decisions.
There are ways around this prohibition which would allow a Board of Directors to remain in compliance with the Civil Code. Specifically, Civil Code 1363.05 provides an exception to a board’s ability to conduct business by excluding “those actions that the board has delegated to any person or persons (management, agent, officer of the association, or committee of the board comprising less than a majority of the directors). But there may be issues as to how much authority a committee actually has to make decisions that normally the board would be required to make.
A “committee of the board” is commonly referred to as an Executive Committee. Even though an Executive Committee is usually able to act for the board, it does not have to notice a meeting or otherwise comply with the Open Meeting Act.
I recently wrote an article for the California Association of Community Managers (CACM) Law Journal that addresses the ins and outs of Executive Committees. Follow this link to download a PDF of this important and timely article.
David Swedelson is a community association attorney and HOA lawyer. He can be contacted: firstname.lastname@example.org