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Subject: Actions without Meeting
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JohnC46
(South Carolina)

Posts:8434


01/31/2019 5:06 PM  
Posted By JohnC46 on 01/31/2019 4:53 PM
Posted By RoyalP on 01/31/2019 3:59 PM
..... Section 16. Action Without a Formal Meeting

Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors. .....


John,

Tell your attorney he/she is (medically) an imbecile.

The truth is an ABSOLUTE defense against libel/slander.

? Can YOU not read YOUR quoted bylaws ?




The bottom line of this conversation is we have been advised that if all voted, then it comes down to the actual vote versus all being in agreement.




ADDED

If informed we are wrong by our attorney, I will not be above saying Mea Culpa...Mea Culpa.
JohnC46
(South Carolina)

Posts:8434


01/31/2019 5:07 PM  
Posted By JohnC46 on 01/31/2019 5:06 PM
Posted By JohnC46 on 01/31/2019 4:53 PM
Posted By RoyalP on 01/31/2019 3:59 PM
..... Section 16. Action Without a Formal Meeting

Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors. .....


John,

Tell your attorney he/she is (medically) an imbecile.

The truth is an ABSOLUTE defense against libel/slander.

? Can YOU not read YOUR quoted bylaws ?




The bottom line of this conversation is we have been advised that if all voted, then it comes down to the actual vote versus all being in agreement.




ADDED

If informed we are wrong by our attorney, I will not be above saying Mea Culpa...Mea Culpa.





Sorry for the bold. Thick fingers this evening.
TimB4
(Virginia)

Posts:16382


01/31/2019 5:57 PM  
I believe that the horse is dead.
RoyalP


Posts:0


01/31/2019 7:37 PM  
BEAT
RichardP13
(California)

Posts:3650


02/01/2019 11:29 PM  
Action Without A Meeting is general Corporation Code throughout the United States. The language is in at least 99.9% or more of all Bylaws of HOA's.

We used to conduct such meetings before in California, but can't any longer because Boards or MC's or both didn't or wouldn't follow the requirements of the section. How do I know. I personally spoke to the State Senator (at the time) who wrote the bill banning such meetings.

Personally, if procedures were followed correctly, I like the concept. Unfortunately, the Corporation Code is changed when put into Bylaws. The way AWAM is supposed to work is that if action were to be taken it must be by unanimous content, or all must be in favor. Otherwise, call a meeting, face to face, or as it reall means, at the same time and place. Email or even fax is NOT same time and place.

To make it work and make it legitimate, each of the AWAM should have a signed document and recorded with the next meeting. What was happening in California, too many of these AWAM were occurring and members were never told what was going on and couldn't find such actions in the minutes.

I am guilty of "breaking" the law. I managed a 7 unit complex with three directors, NONE of which lived in the complex. Out of the 7 units, 5 were rentals. The two who did live on cite didn't want anything to do with being on a Board. Things had to get done and meeting in person was not a option always, so this was used quite a bit. Every action was in email formed and documented and recorded as minutes of a meeting. Each owner, via email, was notified of any and all actions immediately, or within 24 hours. Funny thing, email has a better trace than snail mail, I can prove when it was sent, and sometime received and even read. And it is even cheaper, go figure.

Been there, Done that
RoyalP


Posts:0


02/02/2019 6:23 AM  
Posted By RichardP13 on 02/01/2019 11:29 PM
Action Without A Meeting is general Corporation Code throughout the United States. The language is in at least 99.9% or more of all Bylaws of HOA's.

We used to conduct such meetings before in California, but can't any longer because Boards or MC's or both didn't or wouldn't follow the requirements of the section. How do I know. I personally spoke to the State Senator (at the time) who wrote the bill banning such meetings.

Personally, if procedures were followed correctly, I like the concept. Unfortunately, the Corporation Code is changed when put into Bylaws. The way AWAM is supposed to work is that if action were to be taken it must be by unanimous content, or all must be in favor. Otherwise, call a meeting, face to face, or as it reall means, at the same time and place. Email or even fax is NOT same time and place.

To make it work and make it legitimate, each of the AWAM should have a signed document and recorded with the next meeting. What was happening in California, too many of these AWAM were occurring and members were never told what was going on and couldn't find such actions in the minutes.

I am guilty of "breaking" the law. I managed a 7 unit complex with three directors, NONE of which lived in the complex. Out of the 7 units, 5 were rentals. The two who did live on cite didn't want anything to do with being on a Board. Things had to get done and meeting in person was not a option always, so this was used quite a bit. Every action was in email formed and documented and recorded as minutes of a meeting. Each owner, via email, was notified of any and all actions immediately, or within 24 hours. Funny thing, email has a better trace than snail mail, I can prove when it was sent, and sometime received and even read. And it is even cheaper, go figure.





LaskaS
(Texas)

Posts:100


03/11/2019 10:45 PM  
any action of a board taken outside of duly called meeting can only be valid if every member of the board responds with consent.. i.e. unanimous written consent..

no way no how.. is a majority enough for a non meeting vote..

we just went through this with the previous board..

LaskaS
(Texas)

Posts:100


03/11/2019 10:55 PM  
i'm continually surprised at how many people use the ol.."well our attorney said we were ok doing it that way"....

john,, just to play devil's advocate,,

regarding your attorney's opinion on the need for only a majority of the board to agree on a vote taken outside of meeting .. did the attorney put that it writing??

There was a major point of disagreement I had with what the previous board was doing. I finally got a board member to agree to ask the attorney if what they were doing was allowed..

well lo and behold,, the board member calls me and tells me the attorney said the board was within their right... I then immediatly asked for that opinion in writing, and when the board member told the attorney that I needed it in writing.. the attorney refused...LOL..

I'm on the board now.. we threw out the old board.. we also fired the previous hoa attorneys..


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