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March 24, 2006
Meeting Confidentiality - Here We Go Again
This is only one person's perspective, and the names are withheld of course to avoid making anyone mad or embarrasing anyone, but this comment was sent to me:
"Recently, our association manager issued a memo requesting that Board Members keep all matters discussed at the monthly Board meetings confidential. These meetings are open for all homeowners and if you attend you hear the nitty-gritty of the discussions and who voted for what but if you don't a Board member cannot discuss the topics of conversation. Granted, the minutes of the meeting will provide the relevant points of the meeting."
At first glance, this looks like the manager may be trying to keep secrets. However, assuming that does not make sense. The matters discussed at an open meeting are not confidential when homeowners are allowed to attend, as they should be unless a meeting qualifies as an "executive session", which would be the case as described in Civil Code Section 1363.05(b): "Any member of the association may attend meetings of the Board of the association, except when the board adjourns to executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member upon the member’s request, regarding the members payment of assessments as specified in Section 1367 or 1367.1. The Board shall meet in executive session, if requested by a member who may be subject to a fine, penalty, or other form of discipline, and the member shall be entitled to attend the executive session."
It does not seem that meetings are being closed when it is not right to do so, or that minutes are not available for inspection. It is certainly possible that the manager had less than laudible intentions in such a memo, if this is in fact what it said. But it is also possible (as I have been asked to assist in matters like this) that any or all of the board members have said things outside of the meetings related to what was discussed that either (1) mistated or mischaracterized what happened or what was said, (2) left out or missed important details, (3) raised controversy or rumor, (4) disclosed confidential discussions held in execitive session, that should not be disclosed, and/or (5) encouraged owners to pressure the board to revisit decisions that were made after a pragmatic investigation of all of the facts and options, in open board meetings, with no attendance by homeowners (in an apathetic community).
It could be the manager was attempting to correct some activity like that. If so, there may be a better way to handle the problems. Even so, it is hard to judge a comment like this without the full panalopy of facts and circumstances surrounding the distribution of the memo. Jumping to conclusions, though, is not the answer.
Posted by Beth Grimm at March 24, 2006 10:06 PM