Civil Code 4920, 4930 and 4935: California HOA Board Meeting Notice, Agendas and Executive Session

By Doug McLain. Last checked against current statute text: September 10, 2026.

Under Civil Code §4920, a California HOA board must give notice of a board meeting at least four days before it — two days if the meeting is held solely in executive session — and that notice must contain the agenda. Section 4930 bars discussion or action on anything not on that agenda, and §4935 sets out what the board may and must close.

General information for board members, not legal advice. Check the statute and your governing documents.

Key points

• Civil Code §4920(a) requires at least four days’ notice of a board meeting, and §4920(d) requires the notice to contain the agenda.
• Civil Code §4920(b)(2) cuts that to two days for a meeting held solely in executive session; §4920(b)(1) requires no notice for a §4923 emergency meeting.
• Civil Code §4910(a) provides that the board “shall not take action on any item of business outside of a board meeting,” and §4910(b)(1) bars deciding by email.
• Civil Code §4930(a) bars discussing or acting on any item not on the noticed agenda, subject to the exceptions in (b) through (e).
• Civil Code §4955(b) entitles a prevailing member to attorney’s fees and lets a court impose a civil penalty of up to $500 per violation.

These are the Davis-Stirling Act’s open meeting rules, Civil Code §§4900–4955, governing HOAs and condominiums alike, quoted here as of September 2026.

What counts as a board meeting — §4090 and §4910

A board meeting is not only a meeting where votes happen. A quorum is the minimum number of directors required to act, set by your bylaws. Civil Code §4090:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.

— Cal. Civ. Code §4090(a)

Subdivision (b) extends that to a teleconference connecting a quorum by audio or video. Because (a) reaches hearing and discussing, four of seven directors talking through the roof bid over coffee is an unnoticed board meeting.

Section 4910 fixes where action happens: the board “shall not take action on any item of business outside of a board meeting,” and §4910(b)(1) bars conducting one “via a series of electronic transmissions, including, but not limited to, electronic mail,” except in an emergency. An email vote is not board action. The one exception:

Electronic transmissions may be used as a method of conducting an emergency board meeting if all directors, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the board meeting.

— Cal. Civ. Code §4910(b)(2)

Both get skipped: all directors must consent, and the consents must be filed.

§4920 — the notice rule and California’s three clocks

Notice runs four days, and the agenda is part of it:

Except as provided in subdivision (b), the association shall give notice of the time and place of a board meeting at least four days before the meeting.

— Cal. Civ. Code §4920(a)

Subdivision (b) supplies the exceptions: a §4923 emergency meeting needs no notice of time and place, and a nonemergency meeting “held solely in executive session” runs on “at least two days” notice. Under (b)(3) a longer period in the governing documents controls, but reaches those two types only if it “specifically states that it applies to those types of meetings.”

The agenda is part of the notice — §4920(d)

Subdivision (d) is the sentence most California notices fail:

Notice of a board meeting shall contain the agenda for the meeting.

— Cal. Civ. Code §4920(d)

A postcard reading “Board Meeting, Thursday, 7:00 p.m., Clubhouse” is not compliant however early it goes out.

What an emergency meeting actually is — §4923

An emergency meeting is not a busy week. Section 4923 lets one be “called by the president of the association, or by any two directors other than the president,” and only where “circumstances that could not have been reasonably foreseen” require “immediate attention and possible action by the board” and make notice impracticable.

How notice gets delivered — §4920(c) and §4045

Notice “shall be given by general delivery pursuant to Section 4045” — the Act’s term for association-wide notice. Section 4045(a) allows five methods: individual delivery under §4040; a billing statement or newsletter sent that way; the printed document posted in a prominent location accessible to all members; association television programming; and the association’s website. The last three count only if the annual policy statement under §5310 designated that location — an undesignated website is no notice. Under §4045(b), a member who asks for individual delivery must receive every general notice that way.

§4925 — who may attend, and the right to speak

Any member may attend a board meeting except executive session, and the board must let members speak. Civil Code §4925(b):

The board shall permit any member to speak at any meeting of the association or the board, except for meetings of the board held in executive session.

— Cal. Civ. Code §4925(b)

The same subdivision adds that “A reasonable time limit for all members of the association to speak to the board… shall be established by the board.” California names no number of minutes; the limit has to be reasonable for the business in front of the board. Washington instead fixed its floor by statute, at 15 minutes for owner comment.

§4930 — the “not on the agenda” rule

The board may not discuss or act on an item that was not on the noticed agenda. Civil Code §4930(a):

Except as described in subdivisions (b) to (e), inclusive, the board may not discuss or take action on any item at a nonemergency meeting unless the item was placed on the agenda included in the notice that was distributed pursuant to subdivision (a) of Section 4920.

— Cal. Civ. Code §4930(a)

The bar covers discussion, not only votes, though nothing in it “prohibit[s] a member… from speaking on issues not on the agenda.”

Subdivisions (b) and (c) permit what keeps a meeting moving: briefly responding to a speaker, a clarifying question, a brief announcement or report, directing staff — each stopping short of deciding.

Subdivision (d) lets a board act on something the agenda missed, on three conditions. The first is “a determination made by a majority of the board present at the meeting that an emergency situation exists.” The second is the one boards get wrong:

Upon a determination made by the board by a vote of two-thirds of the directors present at the meeting, or, if less than two-thirds of total membership of the board is present at the meeting, by a unanimous vote of the directors present, that there is a need to take immediate action and that the need for action came to the attention of the board after the agenda was distributed pursuant to subdivision (a) of Section 4920.

— Cal. Civ. Code §4930(d)(2)

The third covers an item that “appeared on an agenda… for a prior meeting of the board that occurred not more than 30 calendar days before the date that action is taken,” and was continued to this one. Then the forgotten step:

Before discussing any item pursuant to subdivision (d), the board shall openly identify the item to the members in attendance at the meeting.

— Cal. Civ. Code §4930(e)

Say the agenda went out Monday and a roofing bid arrives Tuesday, expiring Friday, for Thursday’s meeting. The board cannot simply vote: it must find the need arose after the agenda went out, carry that by two-thirds of the directors present, and openly identify the item first. Record all three steps; how to record a motion and vote covers the wording.

Free tool: HOA Board Minutes. The agenda is built into the meeting notice, votes are recorded by name for a roll call, and approved minutes go out inside the 30-day window. Start with our board minutes generator or the HOA meeting agenda template. It is free, part of HOA Fiscal.

§4935 — what a board may and must close

Executive session is the closed portion of a board meeting. Section 4935(a) is the permissive list:

The board may adjourn to, or meet solely in, executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member’s request, regarding the member’s payment of assessments, as specified in Section 5665.

— Cal. Civ. Code §4935(a)

The operative word in the second ground is formation: the board may negotiate a contract it has not yet signed behind the door. Once the contract exists, a dispute over how it is being performed is ordinary open-meeting business.

Three situations are mandatory. Under §4935(b):

The board shall adjourn to, or meet solely in, executive session to discuss member discipline, if requested by the member who is the subject of the discussion. That member shall be entitled to attend the executive session.

— Cal. Civ. Code §4935(b)

Subdivision (c) requires it for a §5665 payment plan, and (d) for deciding whether to foreclose under §5705(b) — a vote §5705(c) puts in the next open minutes by parcel number, not the owner’s name. The general disclosure duty is subdivision (e):

Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership.

— Cal. Civ. Code §4935(e)

“Generally noted” means the subject, not the substance — “the board met in executive session to consider pending litigation” satisfies it. See executive session minutes for the detail to omit. By comparison, Fla. Stat. 720.303 gives Florida boards two closed-session grounds, and Washington’s five grounds come with a bar on voting behind the door that California lacks.

§4926 — meetings held entirely by teleconference

A California board may meet entirely by teleconference, with no physical location open to anyone, only if it meets four conditions in Civil Code §4926(a), added by AB 648 (Stats. 2023, Ch. 203) effective January 1, 2024.

The notice must carry clear technical instructions, the telephone number and email address of someone who can give technical assistance before and during the meeting, and a reminder about individual delivery. Every director and member must have “the same ability to participate… that would exist if the meeting were held in person”; every vote “shall be conducted by a roll call vote”; and anyone entitled to participate must be offered a telephone option. Under §4926(b) none of this reaches “a meeting at which ballots are counted and tabulated pursuant to Section 5120.”

Miss a condition and you fall back to §4090(b): the notice must identify at least one physical location for members, with a director or board designee present. Section 4090(b) excepts executive-session-only meetings and those under §4926 or §5450, the disaster provision allowing fully remote meetings where a declared emergency makes gathering in person unsafe.

§4950 — minutes available within 30 days

Minutes go to members within 30 days, in draft form if that is all there is:

The minutes, minutes proposed for adoption that are marked to indicate draft status, or a summary of the minutes, of any board meeting, other than an executive session, shall be available to members within 30 days of the meeting.

— Cal. Civ. Code §4950(a)

The 30 days run from the meeting, not from approval at the next one — which is why the statute accepts minutes “marked to indicate draft status.” Section 4950(b) also requires the annual policy statement to say how and where to obtain copies, and how long to keep HOA meeting minutes covers retention.

§4955 — what it costs to get this wrong

Section 4955(a) lets a member bring a civil action “for declaratory or equitable relief… within one year of the date the cause of action accrues.” Subdivision (b) sets the money:

A member who prevails in a civil action to enforce the member’s rights pursuant to this article shall be entitled to reasonable attorney’s fees and court costs, and the court may impose a civil penalty of up to five hundred dollars ($500) for each violation, except that each identical violation shall be subject to only one penalty if the violation affects each member equally.

— Cal. Civ. Code §4955(b)

Fees are mandatory; the $500 penalty is discretionary. One defective notice sent to 200 owners is one penalty, not 200 — and a prevailing association “shall not recover any costs, unless the court finds the action to be frivolous, unreasonable, or without foundation.”

What to do before your next meeting

1. Count four clear days back from the meeting date, and check the bylaws for a longer period under §4920(b)(3).
2. Send the agenda as the notice, naming each item specifically enough that an owner knows what the board will decide.
3. Confirm the annual policy statement designates the posting location or website you rely on.
4. Use the two-day clock only where the meeting is solely executive session.
5. If something arrives after the agenda went out, make the §4930(d)(2) finding, take the two-thirds vote, and identify the item openly.
6. Note each executive session subject in the next open minutes, and get minutes or drafts out within 30 days.

Run the Open Meeting Act as a procedure and most owner complaints never become disputes; self-managed boards will find the same discipline in how to self-manage an HOA.

Frequently asked questions

How much notice does a California HOA board have to give for a meeting?

At least four days. Civil Code §4920(a) requires notice of the time and place of a board meeting at least four days before it, and §4920(d) requires that notice to contain the agenda.

Can a California HOA board vote by email?

No. Civil Code §4910(a) says the board “shall not take action on any item of business outside of a board meeting,” and §4910(b)(1) bars conducting a meeting by electronic transmissions, including email. The one exception, §4910(b)(2), is an emergency meeting with every director’s written consent.

Can a California HOA board discuss something not on the agenda?

Generally no. Civil Code §4930(a) bars discussing or acting on an item not on the noticed agenda. Section 4930(d) allows action in an emergency, on a two-thirds vote of directors present where the need arose after the agenda went out, or on an item continued from an agenda distributed within the prior 30 calendar days — after the board openly identifies it under §4930(e).

What can a California HOA board discuss in executive session?

Five subjects under Civil Code §4935(a): litigation, formation of contracts with third parties, member discipline, personnel matters, and meeting a member at their request about assessment payment under §5665. It is mandatory for member discipline on request, a §5665 payment plan, and a §5705(b) foreclosure decision.

Do owners have the right to speak at California HOA board meetings?

Yes. Civil Code §4925(b) provides that the board “shall permit any member to speak at any meeting of the association or the board,” except meetings held in executive session, and requires a reasonable time limit. It names no number of minutes.

Can a California HOA hold board meetings by Zoom?

Yes, with no physical location at all, if Civil Code §4926(a)’s four conditions are met: technical instructions plus a support telephone number and email in the notice, equal ability to participate, roll call votes, and a telephone option. It does not reach the §5120 ballot-counting meeting.

How soon must a California HOA post its minutes?

Within 30 days of the meeting. Civil Code §4950(a) makes minutes, proposed minutes marked as drafts, or a summary available to members within 30 days of any board meeting other than an executive session.

What is the penalty for violating the Open Meeting Act in California?

Up to $500 per violation, plus the member’s fees. Under Civil Code §4955(b) a prevailing member is entitled to reasonable attorney’s fees and court costs, and the court may impose a civil penalty of up to $500 for each violation. Identical violations affecting each member equally carry one penalty.

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