Can Board Members Talk to Each Other Outside of Meetings

It’s a common occurrence that happens in nearly every homeowners association – board HOA management members communicating with each other outside of official meetings. While it may seem harmless, could these conversations have violated your state’s open meeting laws?

The answer might surprise you – and the stakes are high. Well-intentioned communication between meetings can invalidate decisions, trigger legal liability, and even lead to criminal charges in some states.

Yet board members are neighbors and often friends. Telling them they can never discuss HOA community matters outside formal meetings seems both unrealistic and counterproductive. So where’s the line?

 

 

Can Board Members Talk To Each Other? It’s Complicated

No simple answer exists for whether board members can communicate outside official meetings. The rules vary by state, situation, and even communication method.

The fundamental principle behind communication restrictions is preventing “secret meetings” where decisions get made without member observation. Laws aim to ensure governance transparency while recognizing boards need some flexibility.

Most states allow casual, social conversations between board members. Discussing the weather, last night’s game, or your grandchildren doesn’t trigger legal concerns just because you both serve on the board.

The problems start when casual conversations drift into association business. Even innocent discussions can accidentally cross legal lines.

What Are Meeting Quorums?

The key concept is whether communications constitute an illegal “meeting” requiring notice and member access.

A meeting typically occurs when a quorum of board members discusses association business with the purpose of making decisions. For a five-member board, three directors talking about HOA matters might create an illegal meeting.

But modern communication complicates this definition. 

Does a group email chain where directors reply sequentially create a meeting? What about a three-way text conversation? Courts increasingly say yes.

The format doesn’t matter – in-person, phone, email, text, or video chat. If enough board members communicate about association business to make decisions, you might have an illegal meeting.

Some states use stricter standards. Florida essentially prohibits any two board members from discussing association business outside noticed meetings. Other states allow more flexibility.

What Are Permitted Communications?

Despite restrictions, certain communications between board members remain perfectly legal.

Administrative logistics generally don’t constitute association business. Scheduling meetings, confirming availability, or coordinating document distribution rarely create legal issues.

Information gathering by individual board members is typically allowed. The president can call the treasurer to clarify a financial report before the meeting. One-on-one conversations that don’t involve decision-making usually pass muster.

Emergency situations often have exceptions. When pipes burst or storms damage property, boards need to act quickly. Many states allow emergency communications with subsequent ratification at proper meetings.

Social interactions remain protected. Board members can be friends who socialize together. Problems arise only when social gatherings become unofficial business meetings.

The key is avoiding collective deliberation or consensus-building outside proper meetings.

The Email and Text Trap

Electronic communications create the biggest danger zone for unwary boards.

Email chains seem innocent enough. The president sends a question to all board members. Directors “reply all” with thoughts. Soon you have a digital discussion that looks remarkably like a meeting transcript.

Group texts amplify the problem. Real-time conversations between multiple board members about association business almost certainly violate open meeting requirements in strict states.

Even seemingly innocent communications can snowball. “What does everyone think about the pool proposal?” starts a chain reaction of opinions that builds consensus before the actual meeting.

The solution isn’t avoiding email entirely but using it carefully. Send information to all board members but discourage “reply all” responses. Save discussions for actual meetings.

Serial Meeting Violations

“Serial meetings” occur when board members communicate in small groups to avoid quorum requirements while still building consensus.

The president calls two board members separately, discussing the same issue with each. Those members then call others. No single conversation includes a quorum, but the serial communications effectively conduct a meeting in secret.

Modern serial meetings often happen electronically. Two board members email about an issue, then forward their conclusions to others who add thoughts before passing it along. The chain eventually includes the entire board.

Courts increasingly recognize and punish serial meeting violations. The format – separate conversations that together involve the full board – doesn’t cure the transparency violation.

Avoiding serial meetings requires discipline. Board members must resist the temptation to build consensus through individual conversations, even when that seems more efficient.

Practical Safe Harbor Rules

Given the complexity and risks, how can board members communicate safely?

Limit discussions to information exchange, not deliberation.

“The contractor’s bid is $50,000” is information. “I think that’s too expensive” begins deliberation.

Avoid collective topics entirely.

If something requires board decision, don’t discuss it outside meetings. Period. This bright-line rule prevents accidental violations.

Use one-way communications.

Presidents can send informational updates to all board members without encouraging responses. This shares necessary information without creating discussions.

Document everything.

If you must communicate about association business, create clear records. This protects against claims of secret decision-making.

When in doubt, wait for the meeting.

The inconvenience of waiting rarely outweighs the risks of illegal communications.

What are the Consequences of Violations?

Communication violations carry serious consequences beyond theoretical legal concerns.

Decisions made through illegal communications may be voidable. Contracts approved via email chain might be unenforceable. Policies adopted through serial meetings could be invalidated.

Personal liability can attach to participating board members. Some states impose fines or even criminal penalties for knowing violations. D&O insurance might not cover intentional breaches of law.

Community trust erodes when boards appear to make decisions in secret. Even legal communications that seem suspicious can trigger recall efforts and divided communities.

Legal costs mount quickly when homeowners challenge decisions based on communication violations. Defending even frivolous claims drains association resources.

Creating Clear Communication Policies

Smart boards adopt written communication policies that keep everyone safe while enabling necessary interactions.

• Define what constitutes association business versus administrative matters. Create clear examples everyone understands.
• Establish preferred communication channels for different purposes. Maybe administrative emails go individually while substantive topics require formal meeting submissions.
• Train new board members immediately about communication restrictions. Don’t assume everyone understands the risks of casual business discussions.

Regular reminders help maintain compliance. Human nature pushes toward convenient communication. Periodic refreshers keep legal requirements front of mind.

Balance Transparency with Functionality in HOA Communication

The goal isn’t to eliminate all board communication but to ensure decision-making remains transparent and legal.

Boards need some ability to function between monthly meetings. Finding the right balance between transparency requirements and operational needs requires understanding your specific state’s laws and your community’s culture.

When structured properly, communication restrictions don’t handcuff boards – they channel discussions into appropriate forums where all members can observe their elected representatives at work.

Need better tools for compliant board communications? HOA Start’s platform provides secure channels for sharing information while maintaining clear boundaries between updates and deliberations. Schedule a demo to see how we keep your board connected and compliant.