An illegal HOA board meeting can create confusion, mistrust, and even legal trouble for a community. When proper notice is not given, quorum requirements are ignored, or decisions are made behind closed doors without authority, the meeting itself may be deemed invalid. Understanding what makes a meeting improper will help boards avoid problems down the road.
What Constitutes an Illegal HOA Board Meeting?
Homeowners associations and condominiums are required to hold regular board meetings. At these meetings, board members discuss topics and vote on issues to keep the community running smoothly.
There are certain conditions that boards must meet to ensure their meetings are valid. Otherwise, actions or decisions may become void. Here are the things that may make a board meeting illegal.
1. Lack of Proper Notice
Board members must provide sufficient notice of board meetings. Notices must include the date, time, and venue of the meeting. Oftentimes, the meeting agenda must accompany the notice as well.
In D.C., unit owners who request board meeting notices must also receive them (Section 42–1903.03). Condos must post the meeting notice in a visible location for owners, such as bulletin boards, websites, or common areas.
2. Closed Meetings
Board meetings must be open to all homeowners. In D.C., unit owners who are in good standing may attend the meeting (Section 42–1903.03). Owners have a right to know what’s going on in their community, and joining a meeting is one way to stay up to date.
Of course, boards may still adjourn to executive session after a motion and a vote. That said, there are only a few topics that would permit a board to hold a closed meeting. These include pending litigation, personnel matters, violations, delinquencies, legal counsel consultations, and the like.
3. Lack of Quorum
Every meeting should have a quorum to proceed with discussions and votes. Without a quorum, association business can’t take place. If a board proceeds without a quorum, its actions and decisions are rendered invalid.
Quorum refers to the minimum number of voting members required to hold a meeting. Unless the governing documents require more, a quorum in D.C. is when at least half the board members are present (Section 42–1903.04).
4. Actions Outside a Meeting
Generally, associations can’t take any action or participate in discussions outside of a meeting. Everything must take place at the board meeting so that owners may bear witness. That said, it ultimately depends on state laws and the association’s bylaws.
In D.C., Section 42–1903.03 allows condo boards to take action even without a meeting, but only by unanimous consent. This means that all board members must agree in writing.
5. No Minutes
Every board meeting should be documented using minutes. The secretary is typically in charge of this, but the job may be transferred to someone else. The minutes must reflect the discussions, votes, and actions taken at the meeting.
As per D.C. law, condo associations must record minutes and make them available for examination to all unit owners in good standing (Section 42–1903.03). This way, owners who were not able to attend the meeting can still be in the loop.
Consequences of an Illegal HOA Board Meeting
Some board members may think that skipping a meeting requirement or two has no long-term effect on the association. They would be wrong. Holding an illegal HOA board meeting can result in a handful of problems.
1. Unenforceable Decisions
Any decisions made or actions taken during an illegal meeting can be thrown out. Many states make this clear in their statutes. When that happens, the association loses valuable time. Budgets may stall, contracts can be delayed, and proposed rule changes may have to start over, disrupting daily operations.
2. Legal Problems
In some states, boards that violate meeting requirements can face fines or other penalties under state law. Certain laws also allow owners to seek reimbursement if they suffer harm as a result of actions taken at an improper meeting.
Homeowners may also take the matter to court. If a judge agrees that the meeting violated the law, the association could be ordered to undo its actions, pay damages, and comply with transparency requirements moving forward.
3. Reduced Credibility
Illegal board meetings may not only invalidate decisions and result in fines, but also damage the board’s reputation. Homeowners lose trust in leadership, leading them to challenge the board’s decisions every step of the way. Conflicts may occur more frequently, and the board might find it difficult to gain support for projects.
How to Respond to an Illegal HOA Board Meeting
When the association board holds an illegal meeting, homeowners aren’t left without options. Here are the steps they can take to combat the action.
1. Review Governing Documents
First, homeowners must carefully read through the association’s CC&Rs and bylaws. Make sure to seek clarification on the requirements for meeting notices, quorums, and minutes. This will help confirm whether a violation has indeed taken place.
2. Document Everything
It is important to keep copies of all documentation, including notices, correspondence, and records of the improper meetings. This will strengthen the homeowners’ case against the board.
3. Submit a Formal Request
Homeowners may submit a written request to the board for an explanation. Sometimes, the source of the disagreement is simply a misunderstanding. If an illegal meeting has really occurred, homeowners may send a formal letter objecting to the meeting and the decisions made.
4. Attend and Participate
One way to ensure that meetings fulfill state and association requirements is to attend them. Homeowners must join these meetings to keep board members in check. Meetings also include time for open comments, when owners can voice their concerns.
5. Remove Board Members
If necessary, homeowners may initiate the process to recall or remove board members. This usually involves petitioning for a special meeting for the express purpose of removal. A majority vote from the membership may also be required to successfully remove a board member.
6. Take Legal Action
If the board still refuses to comply, homeowners can bring the issue to the DC Superior Court for an injunction. The court may also overturn the board’s decisions and force compliance.
Lawsuits should be a last resort. Since they can be lengthy and expensive, owners must be prepared to take on such a large commitment. Plus, there’s no guarantee that a court will side with the owners.
A Learning Process
Holding an illegal HOA board meeting comes with potential consequences. To avoid these, board members and homeowners must first learn to identify the signs of an illegal meeting. From there, they can take the necessary steps to correct the error.
TNWLC offers HOA management services to communities in Washington, DC. Call us today at (202) 483-8282 or contact us online to get started!
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