We are horrified to hear a recent statement that we may need to meet without the members due to Coronavirus. Create a conference call or better, a video call and invite the members to attend via phone or computer.  The Civil Code provides for this and you should use it. If you would like our assistance just contact our office and Community Legal Advisors will set up the first meeting and attend it to help the Board and members acclimate to this new system. Our firm provides video conferencing bridges for our clients using ZOOM software which is easy and quick to learn. The Board can choose whether or not they want us to attend the first meeting to get everyone through the process.

Corporations Code 7211: “Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another.  Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply: (A) Each director participating in the meeting can communicate with all of the other directors concurrently.  (B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.” (Corp. Code §7211)

If all directors attend an open meeting by phone, your notice of the meeting must identify at least one physical location where owners can attend and listen to the board’s meeting. (Civ. Code §4090(b).) That means a conference phone should be at one location so members can hear directors conduct the meeting and so members can be heard by the board during Open Forum. But honestly, if you provide the call-in phone number or website, then I am really not worried about providing an address for someone to come to, to get on the call. If you’re really worried about that, then give the owners our address and they drive on over and sit on our phone… 

Two final thoughts: 1) Use a separate call in line or number for the executive sessions. 2) Zoom has a nice feature which allows you to mute members who are out of order or rude.