Action Taken Without a Meeting - Bylaws

Started by LuciC • 4 replies • 2007 views

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LuciC
Posts: 32

Posted:

We live in Arizona and our bylaws state:

"Action Taken Without a Meeting. The Board of Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval (now extended to emails) of all the directors. Any action so approved shall have the same effect as though taken at a meeting on the Board."

Our community manager says that approval means "all need to vote in the affirmative", otherwise, we have to wait until the next meeting.

We believe it means "approval" for action of voting outside a meeting. We have a critical issue which needs resolved immediately.

Thanks
Luci

WilliamT (Arizona)
Posts: 489

Posted:

For a critical action, the Arizona statute 33-1804 provides that an Emergency Meeting may be called without notice to the members.

Have the majority of your board call the meeting to the rest of the board and schedule your emergency meeting for the next day, by teleconference if necessary. The telephone company can set that up for you. That is a legal meeting because all can be heard at the same time.

Take minutes as you nommally would and have the minutes of the emergency meeting approved at the next meeting.

JulieS (Georgia)
Posts: 412

Posted:

We make decisions via email quite often and if three out of the five say yes then we count that as a decision approved.

WilliamT (Arizona)
Posts: 489

Posted:

That's in conflict with your Bylaws that you quoted.

Email is not a meeting because the board members can not hear everyone at the same time. A teleconference is a meeting because everyone can hear at the same time. But email is not. Your Bylaw states specifically that everyone must agree.

If only a majority agree then the decision can be set aside. In Arizona where the new Administrative Law Judge procedure is in effect, you should be extremely careful in doing things the proper way.

The emergency meeting provision of the ARS is the way to go if you need to take critical action, because then you can take the action immediately with only a majority approval. You must have a quorum to have the meeting.

RogerB (Colorado)
Posts: 5,067

Posted:

Luci, your community manager is correct. To word it as you believe it would state "by a majority of all the directors".

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