Virtual Board and Member Meetings

By Jillian Wright, Esq.

Good news for directors and managers who hold virtual meetings but hate the hassles that come with hybrid meetings: you can legally hold solely virtual meetings! Read on for details.

Associations have been using virtual video communications platforms like Zoom, GoTo Meetings, and Microsoft Teams for the last few years to hold board and member meetings. This was borne out of necessity as a result of the stay away orders of the COVID-19 pandemic. Boards continued to hold virtual meetings after the pandemic finding them convenient and efficient; more people – members, board directors, management, and vendors – are able to attend board meetings and at a lesser cost to the associations.

However, until recently, unless there was a local, state, or federal state of emergency, Civil Code required that an association still provide a physical location for the board meeting to allow members or board directors to physically attend the meeting if they desired to do so (Civil Code section 4090(b)). This led to hybrid meetings where boards held meetings both virtually and at a physical location. While convenient for some, it complicated matters for others as it required enhanced audio visual equipment to allow those attending virtually to hear the members attending in person and increased costs for management’s presence in person or venue rentals.

Now, as of January 1, 2024, Civil Code section 4926 allows boards to hold board meetings (and members to hold member meetings) solely by “teleconference”, without a physical location, provided a few conditions are met. Namely, associations planning to hold solely virtual meetings must give specific notifications to members; ensure director votes are cast clearly by roll call vote; allow members to attend by telephone; and protect members’ and directors’ statutory rights to participate.

Notification Requirements

Associations holding solely virtual meetings must provide notices of the meeting (given in accordance with Civil Code section 4920) which include:

    1. Clear technical instructions on how to participate by teleconference;
    2. The telephone number and e-mail address of a person who can provide technical assistance with the teleconference process, both before and during the meeting; and
    3. A reminder that a member may request individual delivery of meeting notices, with instructions how to do so.

Board Roll Call Vote

To ensure the record is clear, Civil Code section 4926 requires that any vote of directors be conducted by roll call vote (Civ. Code section 4926(a)(3)). This means each director’s name should be stated either by the directors themselves or by the president or manager before they vote for, against, or abstain on a motion. Since the directors are required to vote using a roll call, each director’s vote should be noted in the minutes rather than just stating that a motion passed or failed.

Member Participation

Directors and members need to be given the chance to participate as they would at any meeting held in person (Civ. Code section 4926(a)(2)). This means that members need to be given the chance and capability to speak during the open homeowner forum. All present at the meeting – directors and members alike – need to be able to hear and be heard. However, we note that the board may opt to mute members during those portions of the meeting where the board is conducting board business and members are not permitted to interject.

Attendance by Telephone

Associations need to give members and directors the option to attend a board meeting by telephone (Civ. Code section 4926(a)(4)). This is usually already offered through the more common virtual meeting platforms. Associations should consider including instructions for muting and unmuting oneself while on telephone in the notice of the meeting. Managers may also want to make an announcement at the beginning of the meeting as to when it is appropriate to unmute oneself and how to do so to avoid those less technologically savvy members from complaining that they are not able to address the board during open homeowner forum.

Exception

Civil Code section 4926(b) clarifies that while some member meetings may be held solely virtually, those meetings at which ballots are counted and tabulated pursuant to Section 5120 may not be held exclusively by teleconference.

Conclusion

Holding meetings virtually has its advantages, but associations need to make sure they are conducting such meetings in accordance with the law to avoid members’ challenging the validity of actions taken at such meetings. If you have any questions about the requirements discussed in this article or in the Open Meetings Act generally, we recommend you consult with your legal counsel directly.