 to insider. I'm your starting the program as the host. My name is Jane Sugimura, but I'm going to be turning it over real shortly to my guest Raylene Tenno, and she is the Program Director for Hawaii Council of Association of Apartment Owners, DBA HCCA, and hi, Raylene. Hi, Jane. Welcome back. Thank you. And you did such a terrific job on our board training seminar that we had about a month ago, right? It was about a month ago. We had a Zoom board training seminar, and we had over 100 people, right? Yeah, and that was our second one. So it was a repeat of the first. So we did a couple hundred people, almost like 250 board members. Of course. And you know, one of the issues in the program today is about email meetings, and I don't know why it's become such a hot issue, but it was, one of our speakers was Larie McGuire, and I was hoping that she'd be available, but we're going to, we can bring her back because I'm sure this is not going to be the last time we're going to be discussing email meetings. But in her portion of the seminar, she was talking about board meetings and how email, that there are boards that are having these email meetings and taking votes via email and how that is not permitted under the statute. And that generated a whole bunch of questions that, and we still, we are still getting questions, right? Yes, I get questions like at least once a week from people to clarify what it is. Okay, so why don't we start and talk about what exactly, you know, are the issues, and you know, we should probably start with the statute and it's going to flash on the screen and it's 514b125 board meetings. And I'm going to read it. It says, all meetings of the board other than executive sessions shall be open to all members of the association and association members who are not on the board may be permitted to participate in any deliberation or discussion other than executive sessions pursuant to owner participation rules adopted by the board. Okay, that's what that section says. And I guess the gist of what Loree was talking about when she was doing the training was under that section, owners are allowed to participate in board meetings and they are, and you can't put them at the end at the owner's forum. You have to let them participate as the meeting goes forward. And, and for a lot of what's associations a lot of you know, and with a lot with board members, you have boards where people have been on there for years and years and years and years. And before, let me see before I think that the statute was changed in 2018. But before that, at the end of that statute, that provision, it said unless the board votes to limit discussion. And what the board used to do was they would take a vote and they would all say, oh yeah, we don't want we don't want the others to talk. And so that way they can only talk during the owner's forum. But that language, because there were people who were complaining about not being allowed to speak at board meetings, the legislature changed that provision in 2018. And they defeated those words that the unless the board votes otherwise or something like that. I can't remember the exact words. Oh, wait a minute, I do have the exact words. Unless a majority of a quorum of the board votes otherwise, those words were eliminated in 2018. But they no longer exist. So any board who tells an owner who comes to a meeting that you can't talk, that's not permitted under the Hawaii revised statute as of 2018. Correct. Right. And so I guess a lot of boards, you know, don't understand that they cannot limit people of owners from participating. And the last section of that statute talks about that the participation by owners would be pursuant to owner participation rules adopted by the board. And during the debate at the legislature about the pros and cons of all this new language is, yes, the owners should be allowed to talk. They're the ones who voted for the board, they're the ones who are affected by the decisions. So they should have a say at the board meeting. However, you can't let the owners take over the meeting. The board has an agenda. The board president's job is to make sure that the board gets through that agenda. So that's why that language was put at the end where, number one, the board has agenda, they have to finish the agenda. But at the same time, you have to let owners speak. So how do you balance the two? What you do is you make reasonable rules. And reasonable rules might be each person gets one minute to talk. And you can't speak a second time until everybody else who has raised their hand and indicated they want to speak on that issue is allowed to speak. Okay. And then if everybody's had a chance to speak, and if the board president says there's time to allow more speakers and still finish the agenda, then the board president will allow the person to speak a second time. And these are really simple rules. And so what the board has to do is probably make an announcement and say, okay, we're going to let everybody participate. And these are the rules. You have one minute to speak. And you can only speak once until everybody else has had a chance to speak on this topic. And then if there's time, you can speak a second time. And then at some point, the board president can stop the discussion because he's got an agenda to finish. And that's fair. And so that's the way we kind of anticipated this rule would be implemented. And I think Larie was talking about this rule and another part of 120 rule of Hawaii Revised Statutes 125 because 125D talks about board meetings. And when can a board meeting occur? And it says that board meetings can occur basically where you can have all board members where they can communicate and hear each other. And owners can also participate. And the reason why this came about is many, many years ago with Iniki and we had those terrible hurricane in Kauai. And there were lots, I mean, you couldn't even go to Kauai unless you had a boat. And even if you had a boat, they probably wouldn't let you off because the military, it was martial law. And so you couldn't even get onto the island. But anyway, because there were condos there that had substantial damage. And you couldn't even get the board together because they couldn't travel. If they didn't live in Kauai, I mean, you couldn't have a meeting. And so they put this in. And at the time, what was kind of plated was telephone conferences. Right. And that's why it says that you can have a board meeting where all of the board members can hear each other. And the owners can also participate if they pay for the service. And back then, long distance telephone calls cost money. And they didn't want the board to the association have to pay for that. And so if you were an owner and wanted to participate in the telephone conference call, you had to pay for it, which is fair. Because it was a cost that they, you know, that everybody had to incur. And because, you know, of the way the statute is written, that, you know, you can only have a meeting where everybody can hear each other and communicate with each other. That basically says you can't have email meetings because in an email meeting, if you have private, yeah, it's a private and you have one person writing and maybe you are emailing everybody on the board, but you're not communicate, you cannot communicate with each other simultaneously. Right. So that's not a board meeting. Right. And I know a lot of boards, and especially now with the pandemic, they're using emails. Tell me how they're using email. What are you hearing? Oh, they're using emails to make decisions, you know. And some of them are big decisions about repairs, you know. I know of one that made a decision on an employee, hiring of an employee, you know. Some of them are dealing with root repair projects. There's quite a few. They're making all their basic decisions that they normally would in a board meeting. They're making it via email with only discussion through whoever's on the email. And usually those are the board of directors. It might include the property manager, but generally it's just the group of small groups. So owners don't know technically what's going on or what the conversation is about, unless they hear it secondhand through other people, you know. Right. And you know, and so I guess, you know, they think that because this is the pandemic, they are excused from, you know, complying with these rules. But that's not true. And what the concern is, is if boards are doing this, if they're having their so-called, if they're making board decisions via email, it's probably invalid and they can be challenged. Any homeowner can say, well, where was the notice of the meeting? And under the notice, you have to say what items you're going to discuss. And we're allowed to participate in those discussions. So if you have an email meeting or you have an email exchange and you talk about board issues and make decisions, I mean, where is the participation of the entire board? And where is the participation of the owners? A lot of board meeting notices are being posted where, you know, they say it's going to be via Zoom, for example, but they're not posting any link or they say they have to call the property manager. But yet, when you call or even email the property manager, they're not replying back because the meeting notice is posted 72 hours. Sometimes the property managers out in other properties and, you know, they get back and, you know, they've got a list of emails to respond. So by the time they respond, it's too late, you know, for them to give someone access to the link. So somehow, and I do know now a lot of the managing agents are converting their software similar to Associates Town Square. So they're gathering everybody, all the homeowner's email addresses. So I'm imagining in the future, the post, the meeting notice posting will be emailed out to everybody rather than just physically posted, you know, because like in some cases, the resident managers, they have challenges themselves with technical challenges. So sometimes you go to them and they're like, well, I think it's this, you know, so sometimes they have challenges and even navigating through Zoom, you know, so it's kind of tough right now. So that's why pandemic does not excuse, you know, people from doing and, you know, at one time. And I have to I have to say that we did it mainly because, you know, you know, you have board meetings only once a month. And there was an instance and this is I think the only time we ever use it. Let's say we were at the regular board meeting and the agenda item was landscaping contracts. Okay. And so we're discussing the two contracts we got. But for some reason, the third third contractor called the site manager and said, guess what, I said, I would get you my proposal this afternoon. But I can't do it. I get it to Monday. Okay. And that's after the board meeting. And so I might say to the to the group, okay, what we're going to do we've discussed to we've had, you know, owner's input. And the third contractor is X. And we don't know what they're asking for. But this is what we're going to do. When I when and I'm going to have the site manager email us the contract when we get it when he gets it on Monday, the proposal, and we'll look at it and we'll talk about it. And then we'll figure out which one we want because we need to get those people on board and working instead of waiting another month. Right. And then we'll ratify the decision at the next board meeting. And so that's the only time I can think that we ever did anything by email. And so when we talked about it, we told the owners that there's this one outstanding thing that's going to come next week. And rather than wait a whole month to decide what we're going to do, the board is going to review that third proposal. And then we're going to have an email vote that we will ratify at the next meeting. And so we told them at the meeting at the public meeting, we had the email count, and then we went back and, you know, ratified it. And so even that's not permitted. Right. Okay. So, you know, so I, but, you know, we still keep getting questions. I mean, what I mean, I to me, I guess, you know, I don't, I mean, it was easy. It was something that we had done because, like I said, it's, you know, you want, you want to be able to take action and not wait another month. Existing contract could have been expired. So now you have nothing, you know, it's kind of like a semi-emergency because you can't just let the grass grow and grow wild for another month before a decision is made. So I'm kind of speculating, since I wasn't there that, you know, you examine the, you know, it's going to controversial and let's say there's an issue and you've got 50 people in the room. Okay. You're not going to do an email vote because they're going to crucify you at the next public meeting when they all show up and say, why the hell did you do that? Right. But it was upfront. You disclosed it up front. We're waiting for one last one. And for all I know that one could have been your existing contractor, which you guys have no issues with. So you kind of would like to keep them, but you're also soliciting for two others to be fair, you know? And, you know, I can imagine that maybe nobody had issues with the landscaping. So the two contracts have been equal. And, you know, LaRae did make a comment about how we had to go back to the legislature and maybe get clarification and maybe, you know, somehow draft language for exceptions, you know, for things that aren't major decisions, you know, where, just like I talked about, you know, the landscape contract where we're waiting for one more proposal and, you know, something like that. Maybe if it's something that's really major that, you know, might, you know, elicit homeowners concerns or, you know, input, then yeah, well, you know, you can't do it by email. I mean, you just sometimes the only thing with that is they're going to have individual email conversations. And then when they kind of get their little consensus, okay, let's, we're going to do it this way. And now they're all going to open it up for a board discussion, but yet they've already got their majority vote. So there's already a pre, you know, discussion prior. So it's not an open forum, you know, the way if you're in a meeting, it's an open forum, so to speak, you know. So, you know, why don't you share with the audience what kind of questions are coming in about, you know, these, the email. Okay. So you said previously that it's been in this business since 2018. So 514b125 was amended and changed in 2018. So it's been effects since 2018. Right. So technically boards cannot make decisions via email and then ratify them at the next meeting because it does not allow for members to participate in any of the discussions. Right. But challenges for homeowners are the ones that are not allowed to deliberate or participate in any discussion. So if you close it up only to email, and the email is not opened up to everybody, you're eliminating the homeowner participation. So you're being selected. And you're also kind of, you're creating that, you know, the difference between the board and the homeowners. Sometimes the boards have a, what do you call, they don't, sometimes boards really don't even want homeowners at the meetings. So you're increasing that anxiety or that perception of, you know. Right. The lack of transparency. Right. Yeah. And, you know, what the listeners have got to understand, if you're sitting on a board, you want to, I mean, I'm a board president and I don't like to hear people complain and yell at us and tell us we're not doing a good job, but they have the right to do that. And if you, you know, take steps to muzzle them so that they can't speak, it only makes it worse. It only makes it worse. And, you know, to me, it may be uncomfortable to sit there and listen to criticism, but, you know, sometimes it's valid. Yeah. I mean, I mean, I can remember hearing something about our vending machines and, you know, and I figure, okay, here's another homeowner groveling about nothing. So when I followed up, it turned out that we had no contracts and that meant we had no insurance, that we were open to life. And I'm thinking, and I thanked her. I said, you know, thank you very much for bringing that up at the, you know, at the owner's form, because it turns out that, you know, we had no contracts. So now we're going to go out, we're going to get a contract, we're going to get insurance, we're going to get, make sure everything's, you know, copacetic and everybody's protected. And, you know, so sometimes, you know, it's, it's very, it is, it's always uncomfortable to be criticized. But, you know, I think you, you know, that's part of, that comes with a job when you're on the board. Right. It comes with a job. That's part of the territory. You know, because, you know, at the same time that, you know, you get criticisms, I have heard people speak up and say, I want to thank the board, or I want to thank the site manager for, for doing this and that. And, you know, so it works both ways. And, you know, this is why, you know, it's, it's really important to, to make sure that the, that, that transparency exists at the board meetings, because a lot of the legislation that comes, that occurs, this happens at the legislature. Legislators, they introduce bills by request. By request means that somebody lives in their district and they're mad at their board because, and it's usually because the board doesn't listen to me or doesn't let me talk. Or when I ask for a document, they tell me to shut up and sit down. You know, this is a type of stuff that the legislators here, and, and they tell me, they yell at me, how come this happens? Why do you let it happen? I said, I don't. And if I could stop this, you know, type of conduct, I would, because it's not, it's not right. And it's, it's not permitted by the statute. But you know, and, and so you, you need to be able to, you know, I mean, how, there's only so many ways you can put into the statute what you're supposed to do. And a good example of, of, of, of something that's like overdone is a section in the statute called Hawaii Revised Statutes 154.4, 154. Yeah, 154. And you know, throughout the statute, because the statute is created over time, right? So at one point it'll say, okay, if, if an owner asks for board meetings, you got to give it to them. So there's a statute that says that. And then somewhere else that'll say, okay, if the owner wants financials, you got to give them that. Okay. And so there's all through the statutes, there are these things that say, okay, it's a board member, if the owner wants it, you need to give it to them. And then there's a section that says, okay, for certain documents, if the owner asks for it, the association can charge a reasonable charge if it's copied, or if the property manager has to spend, you know, time to give it to them. And, and, and so there's, if they're scattered throughout 155, 514B. And Senator Baker, out of sheer frustration, said, okay, I'm really tired of this. So she puts everything into one section. She doesn't take anything out of the other section, but she puts everything into 154. And so in 154, you have every single type of document that the board has to turn over. And whether they have to pay for it, whether the owners get it for free, whether they have to do a declaration, or whatnot, but it's all there. And she, and as she, as she talked about, passing this bill, she says, you know, it's like, how many times do we have to say something? And so here I'm saying it double and triple. We really, really, really, really, really, really mean it. You know, and that's what 154 is. And I guess for somebody who's just reading the statute for the first time thing, oh, why are they talking about this in 154? Because it's over here in 121. And because she did, she took all those little sections that are scattered throughout the bill and put them all into one section. And that's what, you know, the legislators are faced with every year. They are faced with complaints by their constituents who are voters who live in their district who complain about bad boards. And we go to the legislature and try to persuade them that, you know, you're talking, you're hearing from probably 5% maybe less of the condominium associations in the state. Because most boards, you know, they try to do what they're supposed to do. And part of our job in Condo Insider is to, you know, to spread the education, spread the word, you know, and to tell people how these laws are supposed to be implemented. And, you know, the one thing, if nobody, if you, if the listeners don't get anything else from this particular segment is you've got to talk to your owners. And oh, you've got to let the owners talk back to you. Right. Yep. Because you never know. I mean, there's something that, you know, it could be something that's ongoing. And as board members, you know, we only see one side, but sometimes if you open your ears and listen to another owner, they have sometimes they'll have a totally different perspective. And it's like, oh my God, didn't even think about that. And if we do that, it'll solve a problem, you know. So I want to go through one of these questions that somebody had asked. So how do owners go about bringing to someone's attention when the board is not complying with 514B? That's a constant question I get all the time from people. Well, first thing, first of all, they've got to write to the board and let them know what the statute is. And, you know, they can just print it. And that's why, you know, you know, I've asked the statute to be flashed across the screen, you've got to take the words of the statute and give it to them and say, this is what it says. And, you know, you guys are not in compliance. And there are remedies. And unfortunately, you know, you can do, some boards may listen to what you say and other boards won't. But the statute also has provisions where you can ask for mediation and or arbitration of, you know, of these disputes. And if you do a mediation or a voluntary arbitration, it's subsidized by the state of Hawaii. But that's a whole different topic. But yeah, there are remedies. Okay, so they post the notice 72 hours prior. They have the meeting agenda of what they're going to talk about. So what about if there's like new business or an order comes from the meeting, brings up an issue, and the board starts to make a decision on it. And this is all done via Zoom. So what happens if they don't get through to the agenda items? But the agenda should be posted with all the items to be talked about, all the business items that are expected to be on the agenda. But what happens if they don't get through at all? It gets deferred. That's why it's important. That's why it's really important for the board president to kind of push things along and say, you know, guys, we got to move on. We have an agenda. We have an agenda to finish. We have to move on. And so if you for some reason, the meeting goes on for too long. And, you know, it, you know, you have to terminate it, those items that aren't addressed get deferred to the next meeting. Okay. So then, so like you're okay, so let's take a day off. So it's two hours. So you haven't even gotten to the area for new business. And some of it could be issues, homeowner issues, you know, so it could be part of the you can have a you can have a special meeting later. Right. Okay. Before the before the next regular meeting. Okay. So or they could actually add that item to the next agenda under new Yes. Right. Yes. So can a vote be made on items that are not on the agenda? Or should they be deferred to the next meeting? If something comes up and it's not on the agenda, they should there should not be a vote taken. And the board members under Robert's rules, a majority can move it on to the agenda. Okay. They can move it on to the agenda. And and and that means that if the majority don't want it on the agenda, they'll say no, I don't. But the board president can then add it on to the next meeting agenda because the board president makes the agenda. So this is so really, you know, you're in a board meeting. So now a new issue or new items being brought brought to the board's attention. So but they're getting close to the end of the meeting and you want to end on time. But you also want to give the opportunity to post it to, you know, put it on to the next meeting's agenda. So you give an opportunity for all the membership to see next month's agenda. And they have an opportunity to come to the meeting for discussion. Like, yeah, that would be put on the next month's agenda. And, you know, I'm getting the signal that, you know, we were running out of time. So we will probably have another you know, episode on on this issue of email board meetings, not being that it's going to be an ongoing issue. Like I said, you know, there was a lot of discussion on this. And so hopefully we've addressed some concerns. And thank you so much for being on the on our show to help me, you know, explain this issue. My pleasure. Thank you. And thank you to our viewers for joining us for another episode of condo insider, the show about condo living and working in condos. Thank you. Mahalo.