Davis-Stirling: Only Members Have a Right to Attend Meetings

  The Davis-Stirling Common Interest Development Act, found at Civil Code sections 1350 et seq., governs common interest developments. Civil Code section 1363.05(b) provides that “[a]ny member of the association may attend meetings of the board of directors of the association . . . .”  Subdivision (h) of that section provides that “[t]he board of directors of the association shall permit any member of the association to speak at any meeting of the association or the board of directors, except for meetings of the board held in executive session.”

  An associations governing documents — typically their Articles, Covenants, Conditions, and Restrictions (CC&Rs), and By-Laws — define who qualifies as a member. They also address both the rights of members and their right to participate at meetings of the board of directors. It is therefore always necessary to refer to the governing documents to determine the rights of members to participate at meetings of the board. Generally, most governing documents define “member” as an “owner” in fee simple of an individual lot or unit. Other common provisions are that: 1) an owner only remains a member so long as that member has an ownership interest; and, 2) that a member’s ownership interest may not be transferred, encumbered, or alienated except by a change in ownership.

  Many governing documents of associations also have a “good standing” requirement, i.e., that only members whose dues and assessments are current are considered members in good standing and that only members in good standing have all the rights of membership — including the right to vote on measures submitted to the membership, to serve on a committee, and the right to serve as an officer or director. Other common provisions, consistent with Civil Code section 1363.05(b) quoted above, provide that only members may attend open board meetings. Open board meetings are those where participation is not restricted to board members.

  In SB Liberty v. Isla Verde Association the issue was whether SB Liberty, a limited liability company and owner and member of the Association, was entitled to have its attorney attend and participate in open board meetings on behalf of SB Liberty as its representative. The governing documents contained provisions similar to those previously mentioned.

  In concluding that SB Liberty’s attorney was not authorized to attend open board meetings on behalf of SB Liberty the court reasoned that under the Beverly-Killea Limited Liability Company Act, Corporations Code section 17000 et seq., the management of the business affairs of a limited liability company is vested in its members unless the articles of organization provide that the company shall be managed by one or more managers. (See, Corporations Code sections 17150 & 17151(a)(7).)

  It was undisputed that SB Liberty’s attorney was neither a member nor manager of SB Liberty. Thus, SB Liberty’s attorney was not authorized to manage the business and affairs of SB Liberty. Further, SB Liberty’s members and managers could not delegate management authority to him. In addition, the Associations governing documents and statutory authority specifically prohibited SB Liberty from transferring to its attorney any right arising from SB Liberty’s Association membership except the right to vote by proxy – which right does not include the right to attend and participate in open board meetings.

  Finally, the court noted that the board had the authority to determine how to conduct its meetings and therefore the power to prevent a nonmember, such as LB Liberty’s attorney, from attending and participating in those meetings. (See, Corporations Code section 7210; Burt v. Irvine Co. (1964) 224 Cal.App.2d 50.)

 The take-away: Generally, only members of common interest development associations have the right to attend meetings. The board of directors has discretion to allow or disallow nonmembers, including representative attorneys of members, from attending and participating when not specifically authorized by the Association’s governing documents.

  I consult with clients and accept cases involving common interest development associations regulated by the Davis-Stirling Common Interest Development Act, including those involving the rights and responsibilities of associations and its members. For other types of cases I accept, please scroll my Home and My Practice pages. If you are seeking a legal consultation or representation, please give me a call at 818.971.9409. – Michael Daymude

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1 thought on “Davis-Stirling: Only Members Have a Right to Attend Meetings

  1. Along these same lines, here is a follow-up question:
    Our association starts the meeting in this order:
    The chair calls the regular monthly meeting of the
    Board of Directors to order. A resident then leads
    the Pledge of Allegiance. Next the chair makes any
    It is at this point residents/shareholders/member comments
    are made which can last an hour. This is then followed
    by the Roll Call.

    It is has always been my contention that Roll Call has
    to be the first thing after the call to order. If a roll call
    is not made (to see if you even have a quorum to hold a meeting)
    everything before the roll call is outside of the meeting.
    Thus member comments wouldn’t even belong in minutes
    of the meeting.

    IMHO, the board members could easily blow off attending
    the Member Comments. I further contend that the Board
    purposefully does this so that none of the Member Comments
    are either binding or valid since Roll Call hadn’t been taken.
    If it was ever brought up that members “kept warning the
    Board this would happen” the board could say it was not
    In session and thus none of those “warnings” were ever recorded.

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