Assembly Bill (AB) 648 was signed by the Governor on September 22, 2023 and will amend existing Civil Code §4090 and add a new Civil Code §4926 effective January 1, 2024. This new legislation allows associations to conduct entirely remote meetings by teleconference/videoconference without the need for any physical location subject to specified notice and procedural requirements.
Previously, Civil Code §4090(b) allowed open board meetings to be conducted by teleconference (through audio or video or both) but required that “the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend, and at least one director or a person designated by the board shall be present at that location.” In response to the COVID-19 pandemic, legislation took effect in September of 2021 that created an exception to the “physical location” requirement for meetings if gathering in person is unsafe or impossible because the association is in an area affected by a declared federal, state, or local disaster or emergency. That statute also set forth certain additional notice and procedural requirements for conducting such meetings. However, since that exception only applies during a declared federal, state, or local disaster or emergency and only to the extent that gathering in person is unsafe or impossible because of the disaster or emergency, it cannot ordinarily be relied upon as a basis for conducting entirely remote meetings without any physical location.
However, as of January 1, 2024, as a result of AB 648, associations will be able to conduct entirely remote meetings by teleconference/videoconference even in the absence of any state of emergency or disaster that would make meeting in person unsafe or impossible. This is welcome news for many associations that have found remote meetings to be convenient for directors and owners alike and have found the “physical location” requirement burdensome. For those associations that choose to conduct entirely remote meetings with no physical location, it will be necessary to comply with the notice and procedural requirements of the new Civil Code §4926. Otherwise, the meetings and the decisions made at those meetings could be subject to legal challenge.
Pursuant to the new Civil Code §4926, in addition to the ordinary statutory requirements for meeting notices, the notice for each meeting conducted entirely remotely without any physical location will also need to include: [1] clear technical instructions on how to participate (including, but not limited to, log-in/dial-in information); [2] the telephone number and email address of a person who can provide technical assistance with the teleconference/videoconference process, both before and during the meeting; and [3] a reminder that a member may request individual delivery of meeting notices, with instructions on how to do so.
In addition, the statute requires that every director and member must have the same ability to participate in the meeting that would exist if the meeting were held in person, all directors and members must be given the option of participating by telephone, and any vote of the directors must be conducted by a roll call vote (where each director is individually called upon for their vote).
Lastly, the new Civil Code §4926 allowing for entirely remote meetings without a physical location in the absence of a declared disaster or emergency does not apply to a meeting at which secret ballots are to be counted and tabulated. A physical location will still be required for meetings at which secret ballots are to be counted (unless there is a declared state of emergency or disaster that would make meeting in person unsafe or impossible, in which case the separate Civil Code §5450 exception could apply).
Boards and managers of associations wishing to conduct entirely remote meetings without any physical location should familiarize themselves with the additional notice and procedural requirements of the new Civil Code §4926 and consult legal counsel with any questions.
