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Samuel-II
Samuel-II, Lawyer
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I live in a Pennsylvania Homeowner Association which is

Customer Question

I live in a Pennsylvania Homeowner Association which is governed by our Governing Documents, the PA Uniform Planned Community Act, and PA Non-Profit, Membership based business law.
Pennsylvania is not an open meeting state so our Board holds meetings in secret. For their official meetings, they publish some sparse minutes which there is no way of confirming for accuracy. Many decisions are made outside of these Board meetings. These are done by telephone calls, emails, and impromptu meetings between Board members. The Board feels that they don't need to document these decisions as they are "Executive Meetings" which the general membership have no right to know about nor the decisions made in these informal "executive meetings".
Is this true, that the general membership has no right to know about executive sessions and the decisions made? I can understand the need to occasionally meet in an executive session but shouldn't the fact that Board members met be documented (when, the place, and the members present), along with the subject discussed? Also, if decisions are made during these executive sessions, shouldn't these decisions be documented in the minutes?
Submitted: 1 year ago.
Category: Real Estate Law
Expert:  Samuel-II replied 1 year ago.

This is Samuel and I will discuss this and provide you information in this regard

Your bylaws are going to govern how the meetings are held. As per the PA law

3308 Meetings: The bylaws must require that meetings of the association be held at least once each year and provide for special meetings. The bylaws must specify which of the association's officers, not less than ten nor more than 60 days in advance of any meeting, shall cause notice to be hand delivered or sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner. The notice of any meeting must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget or assessment changes and, where the declaration or bylaws require approval of unit owners, any proposal to remove an executive board member or office

IF THE board members are making decisions in private as you suggest, you can use a Public Information Act letter and make a demand for any and all emails, text messages, etc as they pertain to any business being conducted by the Association. They may hold meetings as it pertains to "executive" matters and your bylaws should stipulate and define what such Executive matters are. And yes, there should be minutes as to the date, time, who was present at the Executive meetings.

Please let me know if you have other questions in this regard. Keep in mind, I can only answer and provide information for what you ask. I do not know what you need to know, unless you tell me. Please rate positive as this is how I get credit for my time and information.

Thank you

Customer: replied 1 year ago.

Thank you for your quick response and I apologize for taking so long to get back to you. As I am not a lawyer, I just want to make sure I understand your answer.

First, I live in a Homeowner Association, not a Condominium so I think the correct section would be

§ 5308. Meetings.

The bylaws shall require that meetings of the association be held at least once each year and shall provide for special meetings. The bylaws shall specify which of the association's officers, not less than ten nor more than 60 days in advance of any meeting, shall cause notice to be hand delivered or sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner. The notice of any meeting must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws; any budget or assessment changes; and, where the declaration or bylaws require approval of unit owners, any proposal to remove a director or officer.

Cross References. Section 5308 is referred to in section 5310 of this title.

This looks like the same wording. So our Board has one open meeting a year which is open to the members. All that they do at this meeting is talk about their achievements and then hold an election. All their other meetings are closed.

Here's our Bylaws for Board Meetings, written by Steven L. Sugarman, a big player in the Community Association Institute's Pennsylvania Legislative Action Committee, a lobbyist group for businesses that serve Homeowner Associations:

ARTICLE XIV BOARD OF DIRECTORS' MEETINGS

The last paragraph of this section states:

h. The members of the Board shall have the power to take action on behalf of the Association in the absence of a meeting by obtaining the written approval of the action by a majority of all of the members of the Board then in office, and any action so taken shall be binding upon the Association in the same manner, and be an act of the Association, in the same manner as if done at a meeting

So the Board members meet in an impromptu fashion, maybe not involving all of them, they agree on something, send emails between themselves, and execute on their decision. It would appear to an outsider that they make important and/or controversial decisions in this fashion and use the formal meetings to discuss trivial things.

Because the quorum of Board members involved made their decisions outside of a formal meeting, the Board members don't feel they need to document their decisions in minutes. As a consequence, there is no way the general members (the owners) can ever can find out what is going on as there is no documentation made available of outside of meeting decisions between board members. Sometimes the Board members left out of such decisions don't even know what is going on.

Is this legal?

Expert:  Samuel-II replied 1 year ago.

Thank you

It's legal. And I suggest the bylaws can be changed by the members with a proposal. You may want to draft an amendment for consideration by the Board, as well you will be able to present it to the Board at any open meeting. I suggest one you draft your proposal for more meetings or whatever it is you feel is reasonable, fair and appropriate you solicit it to other members. Get some others on board with your idea and then you have power in numbers. Also, if there is any one current Board Member who is willing to support it, that is helpful. Of course, the Board Members are voted in and in that regard, you can always run to be on the Board.

Customer: replied 1 year ago.
Relist: Inaccurate answer.
I do not believe Board Members in a non-profit organization can make decisions outside of regularly scheduled meetings and not inform the members of the non-profit corporation.

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