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AGENDA
VIOLATIONS
 QUESTION:
Our board voted
on a matter that was not on the agenda. Isn't the vote void because it violated the Open Meeting Act?
ANSWER:
That's a good question. Currently, there are no penalties attached to violation of the agenda
requirement so the vote is probably valid until a judge says otherwise. If
boards ignore the new agenda law, members have two broad remedies. The first is political, i.e.,
recall the board or elect a new board at the next annual meeting. The second
remedy is legal--go into court and ask for an order that the board to cease
violating the provision. A third option is to file a complaint with the
Attorney General. However, there are no guarantees the AG would respond.
Some might argue that the vote
violates Section 39
of Robert's Rules of Order that "Motions that conflict with . . .
state, or local laws, are out of order,
and if any motion of this kind is adopted, it is null and void." However,
Robert's Rules do not apply to board meetings.
AGENDAS
AND
UNANIMOUS WRITTEN CONSENT
QUESTION: Does the new
agenda law apply to board action without a meeting, specifically when directors
act by unanimous written consent?
ANSWER:
Unanimous written consents do not violate the new agenda law. As provided for in
Corp. Code §7211(b),
directors may take action without a meeting, if all members of the
board individually or collectively consent in writing to that
action.
However, this does not mean that
boards can avoid the agenda law by conducting all business by
unanimous written
consent. Written consents should be used sparingly and only when an action by
the board cannot wait until the board's next meeting (whether regular or
special).
COMMITTEE
AGENDAS
QUESTION: I have never seen
(or don’t remember seeing) anything about agendas for committees. Is that
because committees are not held to the same rules as boards?
ANSWER:
For now, the agenda requirement only applies to board meetings.
Civil Code §1363.05(i)(1)
Very truly yours,
Adrian Adams, Esq.
Adams Kessler PLC
 Associations frequently are faced with
apathetic members who do not bother to vote in important elections to amend
their governing documents. How far does a board have to go in their attempts to
convince all eligible members to vote before a court will approve a proposed
amendment?
To find out how the court decided this
question, see Gary's Kessler's new "Condo Court" blog.
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