Condo Media - January 2025 - 42

THE REGION
VERMONT
meetings, whether in a schedule given to
them or separate notice at least 10 days
before the meeting stating the time, date,
place, and agenda of the meeting.
l If materials are distributed to the
board before a meeting, copies must be
made reasonably available to owners,
with limited exceptions.
Wait, Is That a
Board Meeting?
Communication Do's and Don'ts
[By Christina A. Jensen, Esq.]
Meetings are a perennial topic in my
discussions with association boards,
property managers, and unit owners,
and with good reason. I'm frequently
asked whether boards can have general
discussions by email outside of meetings,
whether to " prepare " for meetings or
simply to schedule them. The answer as
to the former is " usually no, " and to the
latter, " usually yes. " As usual, there are a
lot of nuances here.
MEETINGS AND THE LAW
Any discussion of this issue has to
start with the law. Certain provisions
of Vermont's Common Interest
Ownership Act (the Act) apply to all
residential common interest communities
regardless of the date they were
created. Among them is Section 3-108,
entitled " Meetings, " which sets out requirements
for meetings of association
members and meetings of association
executive boards, sometimes known as
boards of directors.
The requirements themselves are
pretty straightforward in theory: they
mirror the open meeting requirements
that apply to governments. It's worth
noting that they apply not only to
42 CONDOMEDIA January 2025
boards but also to board committees
that are authorized to act for the board.
Advisory committees aren't subject to
them (though if there are enough board
members on an advisory committee
to constitute a quorum of the board,
it may be treated as a board meeting).
So what are the requirements?
They're set out in detail in the Act,
but in a nutshell:
l Meetings must be open to the unit
owners except during executive sessions,
which can be held only for specified
reasons, like consulting with counsel, and
any final vote or action must be taken in
the open portion of the meeting.
l The board must meet at least four times
per year while the declarant controls the
association, and afterward, at least annually
and in a location at or convenient to
the community unless the unit owners
amend the bylaws to vary that location.
l Unit owners must be provided a
reasonable opportunity to comment on
matters related to the community and
the association.
l Unit owners as well as directors must
be provided with notice of non-emergency
OPEN MEETINGS VALUED
The drafters of the Act emphasized the
value they placed on open meetings,
especially in two sections of Section
3-108. First, recognizing the breadth
of the open meeting requirements in
the Act, they expressly provided that
" a gathering of board members at which
the board members do not conduct
association business is not a meeting
of the executive board. " They went on
to caution, however, that a " board and
its members may not use incidental or
social gatherings of board members or
any other method to evade the open
meeting requirements of [the Act]. "
Additionally, the drafters strictly
limited the common corporate law
authority of boards to act by unanimous
written consent: association boards
may act by unanimous consent " only
to undertake ministerial actions or to
implement actions previously taken at
a meeting. "
Sometimes it's useful to know what
the drafters of a law had in mind when
they wrote it, and in this case, we have
some guidance. In their official comment
on Section 3-108, the drafters
specifically noted that the revisions
to the section added " entirely new
open meeting requirements " for board
meetings and meetings of committees
authorized to act for the board.
COURT RULING
AND APPLICABILITY
There doesn't appear to be any judicial
construction of the Act's open meeting
requirements, at least in Vermont,
but the Vermont Open Meeting Law,
which applies to public commissions,
boards, and councils and agencies,
imposes similar requirements,
so may be instructive.
Condo Media - January 2025

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