Meetings of board of directors
- executive sessions
(1)Except as provided in subsection (2) of this section, all meetings of the board of directors of an association are open to owners’ attendance. An owner does not have any right to participate in a meeting except as may be provided by the governing documents or by the board.
(2)Intentionally left blank —Ed.
(a)The board may close the meeting to owners and meet in an executive session to:
(A)Consult with legal counsel; or
(B)Consider the following:
(i)Personnel matters, including salary negotiations and employee discipline;
(ii)Negotiation of contracts with third parties; or
(iii)Collection of unpaid assessments.
(b)Except in the case of an emergency, the board may not meet in executive session unless voted for by the board in an open meeting and the presiding officer of the board states the general nature of the action to be considered and, as precisely as possible, when and under what circumstances the deliberations can be disclosed to owners. The statement, motion or decision to meet in executive session must be included in the minutes of the meeting.
(c)A contract or an action considered in executive session is not effective unless the board, following the executive session, reconvenes in an open meeting and votes to approve the contract or action, which must be included in the minutes.
(3)The meeting and notice requirements in this section may not be circumvented by chance or social meetings or by any other means.
(4)A meeting may be conducted as an electronic meeting if:
(a)The meeting allows all participating board members at the meeting to:
(A)Hear and communicate to each other simultaneously; and
(B)Have access to materials before or during the meeting necessary to participate or vote in the meeting.
(b)The meeting allows all persons attending the meeting to simultaneously hear all participating board members.
(c)Any notice of the electronic meeting to board members or owners states:
(A)Whether the meeting may or must be attended by electronic means;
(B)The electronic means to be used;
(C)Subject to subsection (2) of this section, how owners may attend the electronic meeting by:
(ii)If applicable, Internet connection; and
(iii)If applicable, by meeting at a physical location; and
(D)Any other information to enable an owner to attend the meeting.
(5)A person participating in an electronic meeting is considered present at the meeting for all purposes.
(6)In a planned community where the majority of the lots are the principal residences of the occupants, for meetings of the board other than emergency meetings, notice of meetings must include the information required under subsection (4)(c) of this section and must be:
(a)Posted at a place or places on the property at least three days prior to the meeting; or
(b)Provided by a method otherwise reasonably calculated to inform lot owners of the meetings, including by electronic communication under ORS 94.652 (Electronic notice to owner or director).
(7)As used in ORS 94.640 (Association board of directors) and this section, “meeting” means a convening of a quorum of members of the board of directors at which association business is discussed, except a convening of a quorum of members of the board of directors for the purpose of participating in litigation, mediation or arbitration proceedings. [2021 c.40 §3]
Section 94.644 — Meetings of board of directors; notice; executive sessions,