The Open Meeting Act requires each board meeting to contain the meeting agenda. (Civ. Code §4920(d)) This requirement applies to both executive and open session board meetings, with limited exceptions for emergency meetings. In general, the board may not discuss or take action on any item at a non-emergency meeting unless the item was placed on the agenda included with the notice for that meeting. (Civ. Code §4930(a)) Limited exceptions exist for cursory and/or emergency action on non-agenda items. (Civ. Code §4930(b)(c)(d)) Boards should especially exercise caution in determining an appropriate level of detail for the executive session agenda, so as not to publish confidential or privileged information. See each statute for specific requirements and limitations.
SLAPP stands for “Strategic Lawsuit Against Public Participation.” A SLAPP lawsuit is one that is filed against a person or organization to chill their right under the US Constitution to Free Speech and/or Freedom of Petition. An anti-SLAPP Motion is a motion brought under Civil Code §425.16 to dismiss a SLAPP lawsuit.
Generally, associations do not have routine cause to either perform a fiscal audit or be subject to an outside audit. Audits are thorough reviews of all association fiscal records, including operating and reserve accounts. The purpose of an audit is to ensure that no fiscal mismanagement has occurred. If you receive notice of an audit, immediately contact your legal counsel.
This process is designed to resolve disputes without litigation. ADR can take the form of internal dispute resolution (also known as informal dispute resolution), mediation or arbitration. Under the Civil Code, an association must generally offer and, if accepted, participate in ADR prior to filing a lawsuit against a member.
A non-judicial procedure for resolving conflicts. Arbitrations can be binding or non-binding. Parties to a dispute may mutually agree to submit the case to arbitration rather than a trial. Many contracts and CC&Rs contain mandatory arbitration clauses that require the parties to submit to arbitration. The arbitrator is a neutral third party, typically a retired judge or an attorney, who conducts the arbitration, hears the evidence and makes a decision, in the place of a judge and/or jury. Arbitrations can be less complicated and costly than a trial, but there is no appeal from the decision of an arbitrator unless the agreement specifies the right to an appeal. An arbitration award is entered as a judgment and is enforceable by the courts.
The American Institute of Architects (“AIA”) publishes more than 120 contracts and administrative forms that are recognized throughout the design and construction industry as documents for managing transactions and relationships involved in construction projects. AIA documents are grouped by family and by series. Documents in the same family are coordinated to tie together the various legal and working relationships on the same project types or delivery methods. They are linked by common terminology and procedures and may also adopt one another by reference. Documents in each series reflect the purpose of the document. For example, owner/contractor agreements are found in the A series.
Associations are required to hold annual membership meetings to elect directors as set forth in the association’s bylaws. See also, Elections. If the board fails to hold an annual membership meeting within 60 days after the date designated in the governing documents or within 15 months of the association’s last regular meeting, any member can file a petition in superior court to have the court order a meeting. (Corp. Code § 7510(c)) The existing board members shall hold office until a successor has been elected and qualified. (Corp. Code §7220(b))
California law provides minimum steps for architectural review procedures. (Civil Code §4765) If an association’s governing documents require association approval before a physical change is made to a separate interest or the common area, the association must provide a fair, reasonable, and expeditious procedure for making its decision. See “Architectural Enforcement Procedures for Community Associations.”
Refers to the process of declaring the victors in an uncontested election (as when there are no more candidates than available positions.) The propriety of declaring prevailing candidates by acclamation is uncertain under the Davis-Stirling Act because the Act requires the counting and tabulation of votes by an inspector of elections. See Civ. Code §5120(a).
Articles of Incorporation (“Articles”) are the formation document for incorporated corporations and are a part of an association’s governing documents. Articles are filed with the Secretary of State. Articles spell out the name, basic corporate purposes and powers, and character of the corporation (i.e., common interest developments are nonprofit mutual benefit corporations). Articles can be amended in accordance with the requirements in the Articles and the Corporations Code.