Hoa Meetings: Can Lawyers Attend? California Case Law Explains

Homeowners' associations (HOAs) in California must comply with various statutes regarding meeting notice requirements, and attendance and participation in board meetings. While Civil Code Section 4925 grants HOA members the right to attend and speak at board meetings, it does not explicitly extend these rights to a member's agent or attorney. This has led to discussions and case law surrounding the circumstances in which a member may be accompanied by legal representation.

Civil Code Section 4925

The California Court of Appeal addressed this issue in the 2013 case of SB Liberty, LLC v. Isla Verde Assn. Inc., where it affirmed an HOA's ability to prohibit a member's attorney from attending a board meeting on the member's behalf. In this case, the HOA's lawyer contended that the power of attorney did not qualify as a proxy because it "expressly withholds the power to vote at membership meetings".

In California, the business of an LLC must be managed by its members, and as such, only those individuals are entitled to represent the interests of the LLC during board meetings. This means that if a member wishes to have their attorney attend an HOA board meeting, the member must be present as well.

Assembly Bill 1720 (AB 1720) was proposed by the California Legislature to amend parts of Section 4925 to allow members to be assisted by an attorney when participating in Internal Dispute Resolution (IDR) with a member of the board.

California Court of Appeal

In California, the law is clear that HOA board members are not supposed to discuss or make decisions about HOA matters outside of meetings. However, sharing information and discussing issues without making decisions are generally acceptable.

The Civil Code Section 1363.05, also known as the "Common Interest Development Open Meeting Act," grants members of an HOA the right to attend board meetings. This ensures that HOA members are informed about community issues and how the board is fulfilling its duties.

However, there is an ongoing debate about the extent to which an HOA must allow a member to bring their attorney to a board meeting. In the 2013 case of SB Liberty, LLC v. Isla Verde Assn. Inc., the California Court of Appeal affirmed that an HOA could prohibit a member's attorney from attending a board meeting on their behalf. The court's decision was based on Civil Code Section 4925, which grants members the right to attend and speak at board meetings but does not extend these rights to their attorneys or agents.

Despite this ruling, there may be situations where it is advisable for a member to have their lawyer present at an HOA meeting. These situations often involve contentious or severely delinquent issues. Additionally, Assembly Bill 1720 (AB 1720) has been proposed to amend Section 4925 and allow members to be assisted by attorneys during Internal Dispute Resolution (IDR) with board members.

It is worth noting that most HOAs do not require their lawyer to attend routine meetings due to the expense, and members are generally encouraged to consult with their lawyer before a meeting to discuss any legal issues that may arise.

Assembly Bill 1720

AB 1720 was introduced to address the issue of a member's right to have their attorney present at HOA board meetings. In the 2013 case of SB Liberty, LLC v. Isla Verde Assn. Inc., the California Court of Appeal affirmed the HOA's ability to prohibit a member's attorney from attending and participating in board meetings on their behalf.

AB 1720 proposed to add a new subpart (c) to Section 4925, stating: "The board shall permit an attorney who represents a member to attend any board meeting that the member is permitted to attend, regardless of whether the member attends." This would mean that HOA members could have their attorney present at board meetings, even if the member themselves was not in attendance.

The bill faced opposition from some California homeowners associations and their attorneys, who argued that it was unnecessary and could lead to increased costs for associations. They also highlighted that current law already allows for attorneys to represent members through various other means, such as writing letters to the board, informal private meetings, and dispute resolution processes.

Supporters of AB 1720, on the other hand, argued that it would correct an injustice by ensuring that homeowners have the right to legal counsel during critical decision-making processes that could impact their legal rights.

AB 1738

In California, the law allows for Internal Dispute Resolution (IDR) and provides a no-cost way for owners and boards of directors to settle differences in community associations. However, Assembly Bill 1738 (AB 1738) encourages homeowners to bring their lawyers to IDR meetings, which would then require their associations to do the same. This would increase the cost of IDR for both parties and promote an adversarial atmosphere.

Prior to AB 1738, a California court held in SB Liberty v. Isla Verde Association that HOA boards were not required to allow owners' lawyers to speak or attend homeowner association meetings. In this case, the Shorts, who were members of the HOA, submitted architectural plans to alter their home. They later transferred the title of their home to SB Liberty and signed a power of attorney granting their lawyer, Lepiscopo, the right to "present requests and motions" to the HOA board and to "attend and participate" in the board's meetings on their behalf. Lepiscopo attempted to attend a board meeting, but was denied access and asked to leave. He then filed a lawsuit seeking an injunction to prevent the board from interfering with SB Liberty's representatives, including its legal counsel. The court held that SB Liberty, as a member of the association, was not entitled to send the Shorts' lawyer to attend and participate in the open sessions of the board's meetings on SB Liberty's behalf as its representative.

The enactment of AB 1738 has raised concerns about the increased costs and adversarial nature of IDR meetings. It is argued that IDR should remain an informal, cost-effective way to resolve disputes without attorneys. Additionally, AB 1738 may allow any comment made during the IDR meeting and any document utilized in that process to be admissible in future litigation, potentially causing issues for the association.

It is worth noting that California law also allows for Alternative Dispute Resolution (ADR) of disputes at community associations, where owners can have their attorneys present.

HOA board meetings

Firstly, it is essential to understand that HOA board meetings are governed by the state's HOA laws and the association's governing documents. These laws include the Civil Code, the Davis-Stirling Common Interest Development Act (the "Davis-Stirling Act"), and the Corporations Code. According to Civil Code Section 4925, each member of an HOA has the right to attend HOA board meetings, except for executive sessions. This right is also outlined in the "Common Interest Development Open Meeting Act," which states that any HOA member may attend meetings of the board of directors.

However, when it comes to the attendance of lawyers, the situation is more complex. In the 2013 case of SB Liberty, LLC v. Isla Verde Assn. Inc., the California Court of Appeal affirmed that HOAs have the authority to prohibit a member's attorney from attending a board meeting on their behalf. This decision highlighted the distinction between members and non-members, with only members having the right to attend and participate in HOA board meetings. Nonetheless, there are situations where the presence of a lawyer may be warranted.

Assembly Bill 1720 (AB 1720) proposes to amend Section 4925 to allow members to be represented by an attorney at board meetings. Additionally, AB 1738, which came into effect on January 1, 2015, grants HOA members the right to be assisted by an attorney during Internal Dispute Resolution (IDR) processes with a board member. While these legislative changes are significant, it is worth noting that most HOAs do not require their lawyer to attend routine meetings due to the associated costs.

In conclusion, while California law grants HOA members certain rights regarding attendance and participation in board meetings, the involvement of lawyers is a more nuanced issue. Members should consult the HOA's governing documents, seek legal advice, and stay informed about legislative changes to understand their rights and options regarding legal representation at HOA board meetings.

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