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Navigating Assembly Bill 648: Virtual Meetings Finally a Reality
BY ALEX SOHAL, ESQ.
In the 2023 legislative session, associations received a welcome change to how board meetings can be conducted. Assembly Bill 648 addresses the physical location requirement for conducting meetings via teleconference, otherwise known as virtual meetings. In this article, I will delve into the key provisions of this new law and explore how managers can navigate and leverage this shift effectively.
Enacted to update legal requirements established in a different technological era, this bill allows managers to conduct board meetings virtually, without an option for in-person attendance, if specific requirements are met. It is not a requirement to hold virtual meetings, and hybrid-style or in-person meetings remain an option for associations. As of January 1, 2024, if a board wants to conduct a virtualonly board meeting, the following are things to keep in mind when preparing the notice and the meeting itself.
In addition to the typical notice requirements, like the date and time, the notice must include three items. First, it must state clear technical instructions on how to participate virtually. Providing a step-by-step guide on accessing the virtual meeting platform and including details on how to speak during the meeting (and, more importantly, how to mute) and turn on their video would all be good details to consider.
Second, the notice must provide a telephone number and e-mail address for a person who can provide technical assistance with the virtual meeting before and during the meeting. Whether you as a manager or a dedicated technical support staff member will be performing this role, being ready a few minutes before the meeting to help anyone struggling to access the virtual meeting platform and answer technical questions should be standard practice.
Last, the notice must include a reminder that any member may request individual delivery of meeting notices and instructions on how to do so. Generally, a member can contact the association’s manager to request individual delivery, so providing a statement to that effect would suffice.
Beyond the notice requirements, managers should know a few other items:
• Any vote of the directors at the meeting must be conducted by roll call vote. In other words, when directors are prepared to vote on a motion, each director’s name should be called out, and each director should respond with their vote, which must be reflected in the meeting minutes.
• Generally, the law requires every director and member to have the same ability to participate in the meeting that would exist if the meeting were held in person, so the association should keep that goal in mind. This law creates a clear framework for virtual meetings but should not take away any ability a member or director previously had during in-person meetings. Furthermore, any person entitled to participate in the meeting shall be allowed to participate by telephone. Many virtual meeting platforms offer a phone number to call into the meeting, so this number should be disclosed as part of the notice provided to members.
An exception to this bill is a meeting at which ballots are to be counted and tabulated. Such a meeting cannot be held entirely virtually, and the physical location requirement that existed before January 1, 2024, remains in place for ballot counting meetings. Associations should ensure that when a ballot counting meeting is scheduled, the notice includes the physical location where the member can view and participate in the meeting. Interestingly, it is not abundantly clear from the language of the law whether the tabulation and counting of ballots must physically take place at the meeting location or whether the inspector of elections can perform the ballot counting virtually so members can witness. Speak with the association’s legal counsel for more information on this nuance.
On the whole, this law has created a clear option for virtual meetings with simple requirements to comply with. To summarize, managers should remember the notice must include the following:
1. Technical instructions
2. Contact information for technical support
3. Explain how to receive individual delivery of notice of meetings.
While the law does not require a specific amendment to the governing documents, managers should ensure the association’s governing documents mirror the legal requirements so boards are clear concerning expectations and compliance with the law. Adopting a rule or policy that sets expectations for future board meetings can assist with communicating the change in law, especially if members utilize or rely on the physical location requirement. Having a policy that governs member behavior, like recording meetings and procedural issues with the virtual-only platform, can help an association avoid liability and operate smoothly.
This bill provides a new option for associations and managers to increase member participation and reduce the workload related to board meetings. Managers can encourage their boards to take the virtual-only approach, except for ballot counting and tabulating, and by following the steps listed above, they create a smooth transition for boards and members alike.
