LEGAL VIRTUAL MEETINGS CAN BEGIN SOON

One byproduct of the pandemic was the explosive growth of virtual meeting software platform usage for board meetings, and there has been confusion for three years regarding whether HOAs could hold purely virtual meetings. That confusion ends in January 2024, as Gov. Gavin Newsom on Sept. 22 approved Assembly Bill 648. AB 648 creates a new Civil Code Section 4926 allowing telephonic or virtual board meetings to be held without the physical location required by Civil Code Section 4090(b).

Here are the new requirements beginning with 2024 for purely virtual or telephonic board meetings:

The notice for the board meeting (at least four days in advance, per Civil Code Section 4920(a)) must include clear instructions as to how to participurely pate, the telephone number and email of someone who can help with difficulties joining the meeting or staying in the meeting, and a reminder that a member may request individual delivery of meeting notices and providing instructions regarding how to request individual delivery.

Each director and each member must be afforded the same opportunity to participate as if they were physically attending the meeting (Section 4926(a) (2)). This DOES NOT mean that every member attending can speak and interrupt the board whenever the member chooses. It DOES mean that open forum will be conducted and that every attendee should be able to hear the board’s deliberations.

The last requirement is that all board votes in purely virtual meetings must be by roll call vote. This means that the chair or secretary of the board must call the name of each director attending and ask how they vote on the motion. The minutes will then also reflect how each director voted on the motion.

Subpart (b) of the new Section 4926 states that the statute only applies to meetings of the board but not to board meetings at which ballots are being counted. So, for example, if the HOA is voting on a bylaw amendment, the counting of those votes could not be in a purely virtual board meeting — the meeting must either be a physical meeting or a “hybrid” meeting in which people could meet at a physical location or via telephone or virtual platform. The reason for that is presumably to make it clear that the process of vote counting must allow someone to be able to quietly watch the tally occur.

Thanks to this new law, starting in January HOA boards will have three options regarding their meetings. Boards can have physical meetings, purely virtual meetings, or hybrid meetings (under Civil Code 4090(b)).

I continue to advocate hybrid meetings because they allow the members to choose whether they wish to come to the location of the meeting or attend the meeting virtually. This allows the greatest opportunity for the widest amount of communication to members. However, the directors should meet in person as much as they are able to do so. As a member of multiple boards, I find that the level of engagement and quality of deliberation by directors is much higher when the directors are in the same room.