Bylaws Series: Open Meetings and Board Actions

This is part of our bylaws series, which is written to develop understanding of how bylaws can improve HOA governance.

Ministerial and Deliberative Actions in HOA Governance

When an HOA board makes a decision, members should be able to understand how that decision was reached. Open meeting laws, like OPMA and the new WUCIOA laws, protect members by encoding this right.

In an open meeting, members have an opportunity to hear what their elected directors are considering, offer information, and see how decisions are made on their behalf. A volunteer board also has work to do between meetings. Someone has to answer emails, schedule repairs, contact vendors, and carry out decisions.

So how do we know which work can happen between meetings and which decisions belong in a board meeting?

Two terms help explain the difference: ministerial and deliberative.

Ministerial Actions: Carrying Out a Decision

A ministerial action follows a decision, policy, or instruction that has already been approved.

For example, suppose the board has approved a $2,000 dock repair. A board officer contacts the contractor, schedules the work, and arranges payment according to the approved terms.

Those are ministerial actions. The important choices have already been made.

A board can authorize officers, managers, or volunteers to handle this kind of work within clear limits.

A board may also agree on a ministerial action, like approving a payment, as long as agreement is in writing, recorded, and unanimous. Members are able to request to see a paper trail.

These decisions must be ratified at the next board meeting. The bylaws committee is currently looking at what this means for timeline and member notification.

Deliberative Actions: Making a Decision

A deliberative action requires someone to weigh options and use judgment.

Suppose the board receives three bids for a dock repair. One costs less, another includes a longer warranty, and the third proposes a different repair.

Someone needs to decide which approach best serves the association.

That's a deliberative decision.

The board may gather bids and research the options between meetings. When the decision belongs to the board, its discussion and vote should take place through the appropriate meeting process.

All materials relevant to the decision must be shared ahead of time so that members have a meaningful opportunity to comment.

Why This Matters for Open Meetings

Imagine that several directors discuss those three bids by email, reach an agreement, and then approve their choice at the next board meeting without discussing the options.

Members lose the opportunity to understand the tradeoffs, raise concerns before the choice is settled, or hear how different directors evaluated the options.

When board deliberation moves into private email conversations, an open meeting can become little more than a place to announce a decision already made.

That undermines the purpose of open meeting requirements.

How Better Policies Make This Easier

Boards do not need to debate every small decision.

A well-written policy can eliminate many repeated decisions.

An elections policy means that the board does not have to decide on when to release candidate names or what order names are printed on the ballot.

The board has already done the deliberative work by setting the policy. Carrying out that policy can then become ministerial.

If a request falls outside the policy, requires an exception, or presents a choice the policy doesn't resolve, the matter returns to the appropriate decision-maker.

Good policies help boards make fewer decisions without giving up oversight.

How Clear Delegation Helps

Another solution is to define what each board officer, committee, or manager is authorized to do.

For example, the common areas manager can be authorized to arrange repairs within an approved budget and established maintenance policy.

The board would still decide larger questions, such as changing maintenance priorities, approving major projects, or spending beyond authorized limits.

Delegation works best when the board establishes the scope of authority in advance, including spending limits, reporting requirements, and when a matter must come back for approval.

Delegation also needs to follow the association's governing documents and applicable law. Some decisions must remain with the board, and committees exercising delegated board authority may have their own meeting requirements.

What the Bylaws Committee Could Consider

As the community reviews its governance structure, the Bylaws Committee has an opportunity to consider how authority is assigned and how decisions move through the association.

Clear and expanded officer responsibilities, defined delegation, written policies, and procedures for bringing unresolved questions to the board could make everyday work easier.

The goal is a system where volunteers know where their authority lies, directors know what requires collective consideration, and members can follow how decisions are made.

A Useful Question

When association business happens between meetings, ask:

Are we carrying out a decision that's already been made, or are we making a new decision?

That question helps identify when routine work can move forward and when the board needs to deliberate.

Open meetings work best when members can see the decisions that matter. Clear policies and delegation help make that possible without slowing down everyday work.