The Association contacted me for assistance. An owner (we will call them Owner A) was complaining about a neighbor's (we will call them Owner B) use of a basketball standard in their back yard. This was a “zero lot line” community meaning the lot line for one unit was an exterior wall of a neighboring unit. The owner that complained was a day sleeper who worked nights. The “neighbor” was the husband in a young family with two children. He also was a “wannabe” semi pro basketball player and loved the BB standard. He brought his daughters out every day to play some B’ball. The “backboard” for loose balls was Owner A’s bedroom wall.

You can imagine the situation. Owner A was not getting sleep. Owner B was determined he had a right to play BB in his back yard. The Association’s CC&Rs banned basketball standards in the development. The Owners complained to and about each other and to the Association Board of directors. Tempers flared. Owner A claimed Owner B played B’ball more than ever, all day long and at times simply bounced the ball against the wall for hours on end. Owner B claimed Owner A tried to run him and his kids down when they were walking to the mailbox. Yes, it was bad.

Entrance: me. Through my assistance, the board tried letters, fining, threats, and everything else. We even had a “mediation” of sorts and tried to get Owner B to move the BBall standard from one side of their home to the other. That side of the yard backed up to the back yard of the realtor who sold the home to Owner B (and who was singlehandedly responsible for the entire situation). If balls went astray they would pound that fence or go into that yard. This would be poetic justice I felt. The details would make this blog too long but are covered in my condolawguru.com blog called “Is Eight Years Too Long?” Owner B would not budge. He was adamant about his rights.

The Association sued. They were in the right but that did not mean it would be a painless process. The courts were clogged enough already, and a law had just been passed that required courts to get to trial within one year of filing, so many cases were pushed up. Getting a courtroom was a nightmare. After going back to court 4 times, meaning the board members had to take time off of work 4 times (and I had to rearrange my schedule 4 times), we got into court! Yay! (One would think.)

The other attorney and I went into the judge’s chambers to talk about pretrial motions. The judge was being very resistant to my client’s case. It seemed he wanted the HOA to back down. I cited a now famous case which had just come down from the California Supreme Court upholding the integrity of HOA CC&Rs which should have been taken in my client’s favor (Nahrstedt v. Lakeside Village Condominium Association). The judge’s response was that the 30 days to appeal had not passed and he would not consider the case.

Okay, that first day of trial was rough. It really seemed the judge was being very difficult. That evening, the manager of the HOA called me and said he remembered where he had seen the judge. He lived in one of the manager’s HOAs and had been called to a hearing on a basketball standard matter. His problem was he refused to paint the basketball standard the same color as the garage, which was the association rule. The association had threatened to fine him and he had threatened to sue the association.

Great! The next day of trial I and the other attorney went into chambers and I asked the judge to recuse himself because of this situation. He said that he could be fair, but did recuse because the same management company represented his association as this one in court.

So we were back to square one. We got another judge, went back to court, and this time, the trial went fast, was over by about 2, and the judge did not even want closing arguments. He ruled right away, in favor of the association. Owner B stomped out of court and fired his attorney on the way (a little late I would say).

And the judge ultimately granted about 90% of the association’s attorney’s fees be reimbursed, discounting all of the fees charged for coming to trial on days when there was no trial. He said that was not the client’s fault. (It was not my client’s fault either, but so be it.)

It took about 3 times of hitting Owner B’s bank account on payday to recover the fees. Of course, he did not pay them willingly. And the board members of course did not recover any time lost from work or anything for the incredible inconvenience to them. It was an excruciating process for what should have been a simple “slam dunk” case.

The moral of the story is: THERE IS NO SLAM DUNK!!! Don’t think court will be painless, even when you “win”

Sometimes there is strange “justice” though. I heard several months later that the first judge went back to his HOA and agreed to paint his house the same color as his basketball standard! I hope it’s true. If so, then one more judge got “educated”.

The scenario is this. A party - it may be a homeowner, it may be an HOA or Condo Association board - goes to an attorney and that attorney gets all excited about their "case". He or she says "THIS IS SOMETHING YOU SHOULD LITIGATE, DEFINITELY. IT's A "SLAM DUNK".

Some other word may be used instead of slam dunk. It may be "a great case", "a winner", "you are clearly in the right", or something like that.

I am going to keep this to the homeowners association context because that is where my experience lies. Guess what, it does not always matter if you are in the "right". And many times, the situation seems like you are in the "right" and then you find out you are in the "wrong" - wrong frame of mind I mean.

Something that happens all too often is the attorney says (taking a retainer up front), I need a $5,000 retainer to get the lawsuit started. Since its such a good case it should not be protracted or cost a lot more than that.

What the client hears is "for about $5,000, we can win this case."

When the attorney turns around and says "I need another $5,000 to take this to the next step, now remember, you may be able to recover your attorney fees in this case." the client hears: "{For whatever reason is imagined}, another $5,000 should win it and then you will not only win but get your legal fees back."

... and so on, and so on, until things are up around $25,000 or $80,000 or more. And then the client is in so deep they do not know what to do next.

I do not know whether it is the client who does not hear the attorney, or the attorney who does not present ALL POSSIBILITIES, INCLUDING THE BEST AND WORST POSSIBLE SCENARIOS in any matter that ends up in court. People do not understand additionally that once a lawsuit is filed, and the attorneys fees mount in cost, that one cannot simply drop the lawsuit and expect no ramification. Dismissing a lawsuit does not dismiss the possibility (in California at least) that the other side might file to recover their fees, calling the dismissal a failure to "prevail".

Don't get sucked into a lawsuit without a full understanding of what can happen. To come next, a blog about a true case called: "There's No Such Thing As A Slam Dunk!" And don't forget to look back at this blog: "Should You Get a Second Legal Opinion Before Suing?"

"My problem is two-fold: 1. Hours upon hours of curry cooking by my upstairs neighbors. 2. When the downstairs unit turns on their kitchen exhaust fan the smell is concentrated inside the walls around the kitchen exhaust vent piping, which then enters my unit through my kitchen, laundry room and hall bathroom. (all these rooms share common walls around the ducting)

Is there any law that would help?"

This person believed there was a crack in the venting that is causing the smell to escape the pipes between the walls. The smell is very pervasive. The writer says: "My eyes burn, and the smell is linguring on my belongings, etc. To me this is air pollution and a nuisence. I can't open up the windows, because the outside air around my end unit is thick with the smell of curry. "

The writer believes that the heavy curry and grease combination is a fire hazard. The writer says that it is very difficult to get the smell out of the walls and rugs, or do anything about the cooking itself. (I wonder if they have tried to talk to the neighbor.)

The writer believes there is a need for a company that specializes in running a probe that detects leaks up through downstairs units kitchen vent piping and says that it would would probably mean going though the walls the unit to repair. A difficult problem and not that uncommon. It is similar to a smoking issue except that there are not studies that find second hand curry to be hazardous to the health. Some of the remedies would be similar, and there are websites that suggest how to block smells between units when there is a problem with cigarette smoke. You might search for smoking smell solutions or similar terms. The same measures might work for curry smells. There are companies that specialize in this sort of thing, right down to insulating outlets.

It is similar to noise issues but the remedies are different. Dealing with the issue with the neighbors is similar though, and communications might lead to some relief, if the people cooking with the curry are willing to talk. There are various ways to approach the neighbors and deal with the issues discussed in a Primer available on my website - the Enforcement Advanced E-4 Primer that deals with neighbor to neighbor issues. (See the webstore - $25.)

And it sounds like in this case that the association might get involved. The writer says that the association says if it finds nothing wrong with the venting system, it will charge the owner the costs of any investigation. That may not sound especially fair; however, the HOA may have taken that position feeling that the owner's claim that they believe there is a problem with the common area venting system is just an attempt to "pass the buck" to someone else to deal with this difficult situation.

If the owner cannot get resolution through taking reasonable measures to block the invading smells, he or she might have some luck pursuing a nuisance claim in small claims court. One can file for money damages for a nuisance. No guarantees though. The writer would have to convince the judge hearing the case that the curry use is overboard and a real nuisance. The most likely success would come if the owner can prove that the excessive cooking with curry is a danger (quoting studies or believable articles that the writer says are available), or is adversely affecting his or her health (such as the burning sensation in the eyes, note from the doctor, etc.). If the writer had sensitiviities or allergies, there might be some basis to file a claim based on adverse health issues. I would not start there, but one might end up there if the affect is really adverse to the health.

It sounds like there might be a problem with the venting system if it does not absorb the cooking smell to some degree. Maybe this is something the curry cookers might look into, if they were willing, i.e., a better stove exhaust system.

It's a tough one. I do not have an easy answer, but in the Primer I do discuss how to deal with difficult neighbor to neighbor issues. And how to determine when the Association should (or should not) get involved.

Anyone out there have any solutions or suggestions? Send me an email.

The Board could propose an amendment to the Bylaws to allow non members to serve. That is one option to open up the pool of possible candidates. Most association elections do not elect by office, the members elect the board members and the board then meets and decides who will fulfill the offices.

If you want to see an example of how things can spiral out of control, sign up for the E-news on my website. A full E-newsletter on the subject is coming out next Wednesday and it will be posted on the website a few days after that in the E-news archives.

The things to consider in sorting out responsibility in any maintenance dispute or question include:

[Ownership of the item] It is important to know who owns the property that is damaged. The maintenance and repair obligation does not always fall on the owner, but establishing this basic fact will surely come into play if there is no documented responsibility in the HOA or condo association documents.

[Governing Documents] What, if anything, do the governing documents for the HOA or Condo Association (which include Articles of Incorporation, Bylaws, and CC&Rs; or Rules and Regulations, if these items exist) say?

[California - or other state's - Law on the Subject] What does the law (including statutes and cases) say?

[Location of Damage] Is the damage or work that is needed in a common area or in an exclusive use common area (area accessible or used by only one or a few, as opposed to all owners), or in an individual’s separate interest area (separate interest means that part of the property that is owned by an individual such as a unit or on a lot)?

[Cause] What or who caused the problem? Can the cause even be determined? Are there disagreements as to the cause? Was negligence, carelessness, or intentional conduct the cause?

[Past Practice] Has this problem come up before and how was it handled then? Are there any issues likely to arise about what has been done in the past?

[Legal Exposure] Is there any advantage or disadvantage, problem, or legal exposure if the association does the repair and it turns out that it was not the responsibility of the association, or vice versa with regard to an owner(s) making the repair?

[Precedent] Would the association benefit by retaining control over the repairs and what is to be done, or set an undesirable precedent?

***

It is important to consider all of these things …and then … there is a lot more to doing the right thing and averting disaster. The NEW! Maintenance Primer available on my website at www.californiacondoguru.com contains comprehensive information about who fixes what in an HOA or Condominium Association and addresses policy setting. Additionally, ECHO (Executive Council of Homeowners, www.echo-ca.org) recently published Part I and will publish Part II of an article on the subject written by me in the ECHO JOURNAL. (And ECHO is a great resource - check out the annual seminar coming June 19 – what a place to go if you want to get smarter about living in or running a homeowners association.)

Don’t be caught “in the dark” and wonder who is responsible for the lights!

Here is a good answer. People in these communities pay property taxes and special assessments that fund these services too, so I would have to say generally, the answer would be no. Refusing to provide services would be wrong. Listen to this story recently sent to me, some of the names and statements are changed slightly so as to not point any fingers to anyone specifically:

Story: A homeowner called management stating that a huge Rottweiler broke through their neighbor’s fence and into their backyard and ended up jumping up onto a resident, knocking her down and ended up getting inside of their home. The resident was able to confine the dog to one room and contacted 911. The operator said that they (the police) no longer handle animal calls and that they would need to call the [local county animal control office]. They called and were told that it is a gated community and they wouldn't respond saying that it was an association responsibility. When contacted, the [local animal control office] person that answered was very rude and stated that it was the association's problem and then hung up on the manager. [To be fair, there was some talk about holding the personnel personally liable if any injured party sued the association.] The manager then contacted the police department and explained the whole situation to them. The police did end up sending an officer out and demanded that the [local animal control] respond. The [LAC] then called the manager and advised that they would send someone out this “one time” but that they needed management on site to sign the dog over. The person said that they will not be responding to any gated community issues in the future (confined or not). Luckily (or not) the residents were able to get the dog owner to come and get the dog before animal control got there.

The manager went on to report that the [LAC] informed the manager that when calling the [LAC] for assistance, that they [the HOA/Management/ or Resident] had to capture the dog, then call them to pick the dog up!

Does this sound like a recipe for disaster?

As a rule, neither boards, managers or residents are specially trained to deal with loose and especially threatening animals, or sick and injured animals, or animals dumped by the side of the road. Don't people pay taxes to have access to these specially trained people? I say, yes.

I know of no case where any governmental agency that is in place for the protection of people (or animals) has an exemption from acting on behalf of people in homeowner associations, gated or not. The county animal control authorities and the police are paid by taxes and people in associations have just as much right to expect their services as any other taxpayer. If they are not responding properly (as appeared to be the situation here) then something should be done. One thing might be to submit a letter in writing to them to demand they respond when appropriate and suggest that the HOA would hold them accountable so there is a record of the request/demand for services (assuming it is a reasonable communication - a bad example or irrational request/demand does not help).

That way, if the agency does not act appropriately and the association suffers losses, a legal claim against the agency may be supported.

HOAs can be thrown out of court when they go in on animal cases and no one has contacted animal control first and asked for assistance. It is commonly one of the prerequisites to filing animal -related complaints in the courts. It is called "exhausting administrative remedies" first, before coming to court. Thus, I have been recommending it for years (having had experience with the courts in these matters).

To be fair, perhaps there is a specific issue because of a gated community. If animal control or police cannot get access because of a required key or gate code, then I could understand a requirement that someone from the association or management be present when they come to let them in. The police department may require that a gate code be kept on record for purposes of entry, but I doubt animal control offices want the responsibility of keeping or having available to the drivers the code, and even if they want it, an HOA may not want to give it out.

But overall, I believe it fair to say that HOAs and Condo Associations have a right to expect reasonable services (comparable to those offered to the general public) from governmental entities which exist for the safety of the public (or animals) and are supported by taxes paid.

My two cents ...

Here is a note from a reader that illustrates this:

"I was on your blog reading about HOA lighting issues. We have a related issue that is actually a 180 of what you discussed. We have an HOA with plenty of lighting but there are homeowners that want to have them shut off. What are the laws related to keeping the lights on?"

Good question. None really. Except for cases like those that define what conditions or lack thereof can lead to HOA liability, or exploring the idea of fiduciary duty. One of the leading cases in HOA law in California involved a beating and rape of a resident. The resident complained about the dark common area around her home and asked the board to put up lighting. The board refused. The woman had some lighting put up. The board ordered it removed. The woman was beaten in her unit. She sued, and guess what, she won!

On the other hand, overdoing lighting can result in sleep deprivation. And boards have enough trouble dealing with owners when they are not sleep deprived..... so - the logical (or illogical?) answer to the question of how much lighting is just right? ... Enough to avoid liability for having too little, especially in areas where there are possible walking path hazards or reports of prowlers or crime. Little enough so as not to keep all the residents awake. And not so much that the electric bills are unnecessarily "sky high".

A good way to find out what the majority of owners want is not to "ass-u-me", but to send out is a well worded survey. And one more note - well lit parking areas tend to keep the riff raff from gathering under the carports.

And that's the truth!

Questions:

"I am the [on] the board for our HOA and sadly one of our board members passed away during the Christmas season. I feel that the Board of Directors on behalf of the HOA should have flowers delivered to [the family]to extend our sympathy, AND that the HOA should pay for this expense. I think it is definitely a proper use of HOA funds and is the proper thing to do, especially since [this person served on the board] for many years. I suggested this to the president, and she responded by saying that she was willing to do this but it would have to come out of our own pockets, not the HOA's. I disagree, only thinking to myself how rude and inconsiderate that is...yes, it is a personal as well as business gesture, but I don't know which way to go on this? "

And similar question from the other side: "I was out of town during the holidays and found that the board approved holiday gift payments of $_[over $100]__ to our gardener and pool service person. It seems an extravagant gift. I think we pay these people enough and am against this."

Since these people asked for my opinion, I will say this:

The death and flowers situation would seem to me a more personal expression and should come from those who want to contribute from personal funds. Although I would not say it is illegal to give such a gift from association funds, I think it opens the board to criticism for spending. The same question arises if a board member ends up in the hospital or sick. In this case, I think it better to "take up a collection" from those who knew the person if you want to have flowers delivered or a memorial of some kind offered.

I see that to be different than a business arrangement where money is the key to the relationship. And I believe that common recommendations are to "tip" service providers around 20% of a service or month's service charge for a holiday gift. I do not know if the bonus mentioned is in line with that. But I believe it is easier to justify this as a "business expense" than the other.

I am sure there are those that would disagree, but people asked.

"I have searched all over the net and can't find any information about reserve studies. How does an HOA find a qualified company, how does an association know if there reserve study is any good, etc. My nephew has a property management company and he only uses engineering companies ...."

To find these qualified individuals, there are resources. APRA is (Association of Professional Reserve Analysts) can be found at WWW.APRA-USA.COM. You can sign up there for a free E-Newsletter with news and articles about reserve studies. In California, CAI (Community Associations Institute) has 9 geographically located Chapters with directories listing vendors that provide studies (www.caionline.org is the national website to find the local chapters). If you attend expos and seminars put on by APRA, CAI and other industry groups like ECHO (Executive Council of Homeowners) at www.echo-ca.org you can talk to the vendors in person.

A good reserve study has a good component list (those components the Association is obligated to maintain) and a good funding plan that outlines the anticipated life and how the association will raise the money for anticipated repairs and replacement (using reserve funds, special assessments, loans, and otherwise). Contractors, engineers, and financial vendors such as CPAs can be very helpful. It's hard to know if a reserve study is a good one unless you are well versed in HOA finance and building maintenance. But using the right kind of professionals (people who know California law, can assess buildings as to condition, can do financial planning, and the like) for assistance is helpful.

In California, the pertinent laws are found at Civil Code Section 1365-1365.1 and you can get access on my webpage (www.californiacondoguru.com) to The Davis Stirling Act where these laws are found. You can also purchase low cost Primers on the subject of what should be set aside and why, and what investments are proper for reserves. And there is a series on Assessments too, such as how to collect assessments and how to get a large special assessment to pass when needed for repairs.

Just visit the Publications page and look for the Reserves and Assessment Primers.

Here's the note I received:

"I am on the HOA in Fl. What we did (advised by our attorney) was to do a republication of our governing documents. It was done at a BOD meeting, voted on by the board and that re established us back to the rules that had been overlooked or ignored by previous boards. We then were able to enforce them again.

Have you ever tried that?"

And this is my response:

"Interesting. Maybe there is some law in Florida that supports that concept legally - and maybe its just a way of drawing some lines in time. Here in California, I do not believe there is any legal effect in doing that. But its innovative! And getting minds of the members reset is part of the challenge. I do not know if doing that cuts off rights to go back in time to correct some or most of the existing violations. I do not know Florida law. Here, there might be some questions about that that would need to be resolved. As for me, when confronted with a difficult set of existing violations in one association, I generally set out a pragmatic program for the Boards that involves communications revitalizing the enforcement efforts, to get the community on board as much as possible, and usually republish the rules or revitalize them too. None of this eliminates the issues of longevity of violations though, each has to be treated properly to avoid legal issues.

For more on this, see the E-News Archives on http://www.californiacondoguru.com/CCNewsletter/CCNframe.htmlmy website, and check out the Primers available in the webstore. There are 5 of them including one on Forms. (Look for the Enforcement series!)

Onward and upward in 2010! Have a good holiday.

"Have tried to find the answer to this .... our HOA nominated the entire Board for next year .... do we still need to have Ballots sent out/ 50 +$ return for the elections to be valid? It seems a costly project, but we want to do what is correct."

What is "correct" under the elections law is to have the election, unless your bylaws or election rules provide for "acclamation" and it is done per Robert's Rules.

But what about the waste in expense. Does it make sense to send out ballots and go to that expense if the number of candidates is not more than the number of vacancies?

Not really. So the question really becomes - do we take the legally required approach or the sensible approach?

You be the judge. If your board gave all qualified members a fair opportunity to run for board and followed whatever nomination procedures are required by the HOA or condo docs, and there are not enough candidates to make it a contest, and the records document this, then the risk of being challenged for not spending the money for ballots and an election is probably very small. And if the challenger had a fair opportunity to be a nominee and didn't, I would say there is probably a small risk that the challenger would be successful in challenging the act of "acclamation" to seat the board members.

It is important to note that the record should reflect whether board positions are filled by appointment or acclamation because the terms could be different. Appointees serve out the term of the director whose position they are appointed to and directors receiving their positions by acclamation - unless its an election to fill a position that was vacated pre-term-end - serve a full term.

What if any of the candidates wants to use their candidate statement to endorse other candidates? What if the candidate that wants to do this is a board member? Should it be allowed?

This is ripe for argument, but my take is that any candidate’s statements that are published to owners should be specifically limited to qualifications to serve. If an HOA or Condo association lists this on the publication that goes to members soliciting candidates (ex.: 50 words or less on why you believe you would make a good candidate), and says statements that deviate from noting why the person believes they would be a good candidate will not be published, should nip issues about what is said in the statements in the bud. (An old Iowa saying - nip it in the bud.)

Those candidates who wish to endorse others, or send out more information about why they want to serve, have options. They can seek a membership list or pay for a mailing to members, hold coffee "klatches", go door to door, or even ask for equal time/opportunity if there is any opportunity given to any candidates to speak out on the issues, etc. Use of or publishing of a “Candidate’s Statement” which was written for purposes other than listing qualifications or what would make a person a good board member is asking for trouble, in my view. The California Code involved (Civil Code Section 1363.04) intends fairness and prevents an HOA or Condo Association Board from doing things that give incumbents an unfair edge or create unequal treatment in general.

Of course, there are those who will surely shout “FREE SPEECH RIGHTS PREVAIL!” See other blogs on that topic here and at condolawguru.com.

"A [type of recreational court] was proposed as no cost to the homeowners. The Board used unlicensed and uninsured homeowners to install it which constitutes a breach of its Fiduciary Duty. The Association is required by the Association’s insurance carrier to hire only individuals who are licensed and insured for the services that they intend to provide to the Association.

**** I read this to mean the homewoners who put the court in are responsible for the costs to maintain it. Am i reading this right?"

First of all, it is unlikely that the association's insurance policies have any language requiring or limiting use of contractors to licensed and bonded/insured contractors. Certainly, for types of construction requiring a license, a board should use licensed/insured contractors for various reasons that provide certain protections. And some CC&Rs require a board and/or owners to use licensed and bonded/insured contrabuoctors for performing work on facilities or buildings etc.

However, these days, boards are looking more toward using volunteer services when possible. I still would not advocate using volunteer services from unlicensed, unbonded/uninsured contractors for building construction work and utility, electricity or plumbing work. But for digging a court, laying cement or the like? It's a matter of balancing the risks.

As for the question of homeowner liability? If a homeowner does work in the common area that is requested or approved by the board, he or she can hardly be responsible for the costs unless it is something that confers benefit on the individual, and is legal of course.

Here is an addendum question:

"After telling the owners here this would be no cost to them, the Board has approved the cost of $[____] to move the sprinklers in the way of the court.... Not fair, but illegal???"

Sometimes the governing documents are specific and limiting about what expenditures can be made without owner approval. If not, there are legal limits in California law if the expenditure requires a special assessment or increase in reguliar assesments over a certain amount (see other blogs on assessments). Otherwise, there may not be a legal barrier to the action/cost that occurred. Determining that would require a legal opinion involving a review of the documents of the association, the amount of the budget and things like that.

"I read your updates and articles regularly and find them enlightening and extremely informative. I'm hoping you can help with a dilemma I'm facing. As a manager for the last few years, I have included in my packages (general session) proposals/contracts for various types of maintenance to be reviewed by the BOD and discussed in open session for general information to the membership. I consider these either old or new business and have believed that the membership has the right to be informed on what we are considering. Since our agenda does refer to unfinished/old and new business, doesn't a proposal fit into this category? One of my Board Presidents has asked that the proposals be handled primarily in Executive Session.

What is your take on this issue?"

I always appreciate good questions that are generic enough to help others. Here is what I would say about these things (relating to California law).

Old/New Business on an Agenda is an "old" concept that should not be used as a "catchall" in California HOAs or Condo associations these days because the agenda law which requires notice of the agenda to owners consistent with notice of the open meetings intends that owners should be advised of what business is up for discussion/action at the upcoming meeting. If a contract is going to be discussed (with a cavaet discussed below about what is subject to executive/closed session), that should be noted. There is also provision in the law for addressing emergency items (see prior blogs).

Proposals/Contracts are subject to executive session meetings (not open) if there are negotiations taking place with regard to the contract. If the Board is going to discuss work that is being performed or complaints about the contractors, without any negotiations, then I believe it is subject to open business meetings. (Except be sure not to speak in a manner that constitutes slander of a contractor, that is an actionable offense.)

There are many "ifs, ands and buts" to consider about contract discussions so I would want to know specific circumstances before telling a client which is appropriate. If the subject is reserved for executive session, then still, the fact that an executive session was held and the subject/purpose of the meeting (such as to discuss contract negotiations) should be noted at the next open board meeting and show up in the minutes.

Contracts are subject to inspection by members if they are not subject to confidentiality - I would not normally suggest they be attached to minutes. They may be provided to the board members if there is to be discussion on them.

Other attorneys may feel differently. You get what you pay for so if you are looking for specific advice on a particular scenario, it's best to seek the advice of counsel.

"Have you ever discussed how the requirement that board minutes be official is accomplished? Do they have to be signed? By the Secretary? President?"

Generally, board minutes should be signed by the secretary of the association. The secretary is usually the person responsible for "taking" the minutes as well. However, associations with paid managers often leave the task of taking the minutes and typing them up to the manager. Even in those cases, the secretary usually is still the person responsible to sign the minutes.