Q: When a proxy is given to a non-owner — who becomes a board member — does he become proxy for the other owners? — L.H., San Diego
A: Per Civil Code Section 5105(b), board members must be association members. Per Civil Code Section 4160, “members” are owners of “separate interests” in the association. Civil Code Section 5130(a)(1) only allows association members to hold another member’s proxy if the HOA allows proxies. So, no, non-owners cannot hold any proxies and may not serve on the HOA board.
Q: What is considered a reasonable timeframe for minutes to be released to members to view? Our property management company has still not posted the minutes from the final months of 2024 and has only posted the minutes from January 2025 — which were posted in April. — M.C., Irvine.
A: Draft minutes of the open portion of board meetings must be available to members within 30 days of the meeting, per Civil Code Section 4950(a), which also requires the HOA’s annual policy statement to inform HOA members every year of their right to obtain copies of minutes and how to obtain them. Once minutes are approved by the board, they become “association records” under Civil Code Section 5200(a)(8). Approved board meeting or membership meeting minutes for the current year must be produced within 30 days of a member’s request, as required by Civil Code Section 5210(b)(4). Concise, prompt minutes are one indication of a well-run HOA.
Q: I am a board member being frozen out of executive sessions under a Corporations Code 7212 committee that the HOA created. I have questions about these closed door meetings, but need to know my rights? — G. T., Upland
A: Corporations Code Section 7212 allows a majority of a corporate board to create a committee consisting of at least two directors, and that the committee may be invested by the board with the power to conduct most of the board’s business (subject to certain limitations). However, HOAs still must comply with the Open Meeting Act (Civil Code 4900-4955). So, the appointment of such committees must happen in open board meetings, with that topic announced in the posted meeting agenda.
Also, if the committee consists of a quorum of the board, then those committee meetings are still “board meetings” as defined by Civil Code 4090. If the matters to be handled by the committee are executive session items, the formation of the committee itself still should be an open session item, which informs the membership that some closed session items will not be handled by the entire board of directors.
Sometimes a board will create a committee to deal with a matter in which a member of the board has a conflict of interest. However, if the board is simply trying to freeze one director out of general board deliberations, then the HOA has a problem. I have seen boards struggle with directors who refuse to protect closed session confidentiality — rather than forming a committee, suspending them from closed session meetings until they reaffirm their commitment to confidentiality may be simpler.
Richardson, Esq. is a fellow of the College of Community Association Lawyers and partner of Richardson Ober LLP, a California law firm known for community association advice. Submit column questions to kelly@roattorneys.com.