Board Meetings

How is “quorum” defined when conducting a meeting of the executive board?

NRS 116.3109(3)

Unless the governing documents specify a larger number [unanimous], a quorum of the executive board is present only if individuals entitled to cast a majority of the votes on that board are present at the time a vote is taken. Those entitled to vote are those who are currently serving, excluding any vacancies. So if the association’s governing documents state that the executive board shall have 7 members, but the board is currently only comprised of 5 board members, a quorum of the board would be at least 3 members, not 4, because at the time of the vote the board consists of 5 votes, not 7. Of course, the board should be trying to fill any vacancies in its membership as quickly as possible.

If an association is meeting to hold a budget ratification meeting and a quorum of the unit owners has not been met, does the meeting still proceed?

NRS 116.31151(3); NRS 116.3108(6)

Yes. Pursuant to NRS 116.31151(3), “within 60 days after adoption of any proposed budget for the common-interest community, the executive board shall provide a summary of the proposed budget to each unit’s owner and shall set a date for a meeting of the units’ owners to consider ratification of the proposed budget not less than 14 days or more than 30 days after the mailing of the summaries. Unless at that meeting a majority of all units’ owners, or any larger vote specified in the declaration, reject the proposed budget, the proposed budget is ratified, whether or not a quorum is present.”

In order to meet the definition of having held a meeting of the units’ owners, the statutory requirements of NRS 116.3108 must be met: notice must be provided, including a copy of the agenda, and minutes must be taken to include, pursuant to NRS 116.3108(6):

(a) The date, time and place of the meeting;
(b) The substance of all matters proposed, discussed or decided at the meeting; and
(c) The substance of remarks made by any unit’s owner at the meeting if the unit’s owner requests that the minutes reflect his or her remarks or, if the unit’s owner has prepared written remarks, a copy of his or her prepared remarks if the unit’s owner submits a copy for inclusion.

The meeting must be called to order, and the lack of a quorum/lack of a majority of unit owners present to reject the budget, and subsequent ratification, documented as part of the minutes.

Can the association charge a unit owner for meeting minutes and audio recordings?

NRS 116.31083(8)

Within 30 days after a meeting of the association, a copy of the audio recording and the minutes or a draft summary of the minutes of the meeting must be provided to a unit owner upon request. Executive sessions must not be audio recorded. These records must be provided in electronic format at no charge, or, if the association is unable to provide the copy or summary in electronic format, it must be provided in a format provided at a cost not to exceed 25 cents per page for the first 10 pages, and 10 cents per page thereafter. If the copy is provided on a disc, the cost must not exceed the cost of the disc itself.

Can members of the board participate in meetings via Skype, etc.?

NRS 82.271(3)

Unless otherwise restricted by the articles or bylaws, members of the board of directors may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

When can a board take action without a meeting?

NRS 82.271(2)

An executive board must hold meetings frequently enough to properly and efficiently address the affairs of the association. A regular meeting of the executive board must be held at least once every quarter, and not less than once every 100 days, with unit owners being noticed not less than 10 days prior to the meeting. The agenda must reflect any actions that can be taken.

If an occurrence arises that: could not have been reasonably foreseen, affects the health, welfare and safety of residents, requires immediate action by the board, and makes it impracticable to provide sufficient notice and agenda, an emergency meeting can be held.

If any matter affecting the community cannot wait to be discussed at the next regularly scheduled board meeting, but does not meet the criteria for an “emergency” as stated above, a special meeting can be called by the president or majority of the executive board, with notice and agenda requirements remaining the same as for a regular meeting.

Action can be taken without a meeting under NRS 82.271 subject to the association’s governing documents. Written consent in lieu of a meeting must be signed and kept in the records of the association. The board should disclose to unit owners any action taken by written consent at its next regular meeting. The Division discourages repeated use of action by consent in lieu of a meeting, but when necessary, this action can be used to conduct day to day business such as calling a service provider to immediately correct an issue.

What can the board discuss in executive session?

NRS 116.31085

An executive board may not meet in executive session to open or consider bids for an association project, or to enter into, renew, modify, terminate or take any other action regarding a contract.
An executive board may meet in executive session ONLY to:

(a) Consult with the attorney for the association if the contents of the discussion would otherwise be governed by the privilege set forth in NRS 49.035 to 49.115, inclusive.
(b) Discuss the character, alleged misconduct, professional competence, or physical or mental health of a community manager or an employee of the association.
(c) Discuss a violation of the governing documents, including, without limitation, the failure to pay an assessment.
(d) Discuss the alleged failure of a unit’s owner to adhere to a schedule required pursuant to NRS 116.310305 if the alleged failure may subject the unit’s owner to a construction penalty.

Any matter discussed by the executive board when it meets in executive session must be generally noted in the minutes of the next meeting of the executive board. Unless directly invited, a unit’s owner is not entitled to attend or speak at a meeting of the executive board held in executive session.