Sec. 209.0051. OPEN BOARD MEETINGS.
**Confirms that the Board may conduct meetings by electronic or telephonic means, provided the directors can communicate with each other and provided all owners "in attendance at the meeting" can hear all the directors, except when they're in executive session. No change to notice requirements.
This law substantially re-writes Subsection (h) to address "taking action outside of a meeting", while eliminating Chapter 209's authorization for unanimous written consents. In place of requiring the directors to speak to and hear one another (two-way discussion which may lead to consensus), each director must have a reasonable opportunity to express his/her opinion (one-way) and vote. Doubles the list of actions that can't be taken outside of an open meeting.
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(b) In this section, “board meeting":
(1) means a deliberation between a quorum of the voting board of the POA, or between a quorum of the voting board and another person, during which POA business is considered and the board takes formal action.
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(c) Regular and special board meetings must be open to owners, subject to the right of the board to adjourn a board meeting and reconvene in closed executive session to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the POA’s attorney, matters involving the invasion of privacy of individual owners, or matters that are to remain confidential by request of the affected parties and agreement of the board. Following an executive session, any decision made in the executive session must be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual owners, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary must include a general explanation of expenditures approved in executive session.
(c-1) Except for a meeting held by electronic or telephonic means under subsection (c-2), a board meeting must be held in a county in which all or part of the property in the subdivision is located or in a county adjacent to the county.
(c-2) A board meeting may be held by electronic or telephonic means provided that:
(1) Each board member may hear and be heard by every other board members;
(2) Except for any portion of the meeting conducted in executive session:
a. All owners in attendance at the meeting may hear all board members; and
b. Owners are allowed to listen using any electronic or telephonic communication method used or expected to be used by a board member to participate; and
(3) The notice of the meeting includes instructions for owners to access any communication method required to be accessible under Subsection (2)(B)
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(h) Except as provided by this subsection, a board may take action outside of a meeting, including voting by electronic or telephonic means, without prior notice to owners under Subsection (e), if each board member is given a reasonable opportunity to express the board member’s opinion to all other board members and to vote. Any action taken without notice to owners under Subsection (e) must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special board meeting. The board may not, unless done in an open meeting for which prior notice was given to owners under Subsection (e), consider or vote on: (note – written unanimous consent removed from this section)
(2) damage assessments;
(3) initiation of foreclosure actions;
(4) initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety;
(5) increases in assessments;
(6) levying of special assessments;
(7) appeals from a denial of architectural control approval;
(8) a suspension of a right of a particular owner before the owner has an opportunity to attend a board meeting to present the owner's position, including any defense, on the issue;
(9) lending or borrowing money;
(10) the adoption of amendment of a dedicatory instrument;
(11) the approval of an annual budget or the approval of an amendment of an annual budget that increases the budget by more than 10 percent;
(12) the sale or purchase of real property;
(13) the filling of a vacancy on the board;
(14) the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements; or
(15) the election of an officer.