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Subject: Minutes if Board of Directors vote over email
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JanineR
(Tennessee)

Posts:65


02/02/2021 9:31 AM  
This is a follow-up question to another question I have on this forum (about timing of minutes.)

The new question is : If the Board of Directors conduct business and vote over email on matters about our community, do they need to provide minutes of these decisions?

------
backstory: The Board met after are annual meeting that had no quorum and voted on several items including appointing officers.

I have been trying to get my hands on these minutes. First I was told we would get them next year.
Now I am told this:
"There are no official meeting minutes from the Board Member officer appointments as this was done by email and not in a meeting."
ND
(PA)

Posts:550


02/02/2021 9:40 AM  
This is called "action without a meeting", and you should check your docs and state HOA laws for reference to this and how it should be handled in your situation.

Generally though, certain states only allow action w/o a meeting in specified and/or emergency situations; however, other states allow action w/o a meeting for non-emergency situations as long as there is unanimous agreement from Board Members and the decision is documented in the minutes of the next official meeting of the Board.

So in your case, if action w/o a meeting is allowable, minutes would not be written for this and every other stand-alone email discussion/decision, but the decision that is reached through email should be officially documented in minutes for the next official meeting of the Board.
ChrisE8


Posts:0


02/02/2021 9:47 AM  
ND is correct. It's sometimes called an "action by written consent" and would need to be kept in board records as part of the records containing minutes.

Where do we get these people-the moron who said that emailed records don't count? What's next--if a Board meeting is held away from the property manager's office, minutes don't need to be kept?
JanineR
(Tennessee)

Posts:65


02/02/2021 9:53 AM  
You said it!
CathyA3
(Ohio)

Posts:1612


02/02/2021 9:55 AM  
For what it's worth, in my state actions without a meeting must be unanimous (in addition to appearing in the next regular board meeting minutes). So if there are any dissenting opinions, discussion must be deferred to an in person meeting.

My state is also not an open meeting state. So it appears that lawmakers were mostly concerned that there would not be adequate discussion via email unless the issue was pretty cut and dried - rather than allowing homeowners to observe the discussions.
ChrisE8


Posts:0


02/02/2021 10:25 AM  
Posted By CathyA3 on 02/02/2021 9:55 AM
For what it's worth, in my state actions without a meeting must be unanimous (in addition to appearing in the next regular board meeting minutes). So if there are any dissenting opinions, discussion must be deferred to an in person meeting.

My state is also not an open meeting state. So it appears that lawmakers were mostly concerned that there would not be adequate discussion via email unless the issue was pretty cut and dried - rather than allowing homeowners to observe the discussions.




Great points. From a corporate law perspective, most states require that board actions that are approved in writing must be unanimous.
JohnC77
(California)

Posts:560


02/02/2021 10:28 AM  
Posted By ChrisE8 on 02/02/2021 9:47 AM
ND is correct. It's sometimes called an "action by written consent" and would need to be kept in board records as part of the records containing minutes.

Where do we get these people-the moron who said that emailed records don't count? What's next--if a Board meeting is held away from the property manager's office, minutes don't need to be kept?



It is action without a meeting throughout the country.
ChrisE8


Posts:0


02/02/2021 10:33 AM  
Posted By JohnC77 on 02/02/2021 10:28 AM
Posted By ChrisE8 on 02/02/2021 9:47 AM
ND is correct. It's sometimes called an "action by written consent" and would need to be kept in board records as part of the records containing minutes.

Where do we get these people-the moron who said that emailed records don't count? What's next--if a Board meeting is held away from the property manager's office, minutes don't need to be kept?



It is action without a meeting throughout the country.




I stand by what I said. It's sometimes called an "action by written consent". Please Google "action by written consent homeowners association" and there are plenty of examples.

JohnC77
(California)

Posts:560


02/02/2021 10:42 AM  
It is also called an illegal meeting, but good to know
ChrisE8


Posts:0


02/02/2021 11:11 AM  
Posted By JohnC77 on 02/02/2021 10:42 AM
It is also called an illegal meeting, but good to know




If the bylaws or other governing documents allow it, and if state law allows it, then it's legal.

If approvals by written consent were not allowed anywhere, then nearly every corporation and lots of HOAs would be acting illegally.

But good to know.
JohnC77
(California)

Posts:560


02/02/2021 11:15 AM  
Posted By ChrisE8 on 02/02/2021 11:11 AM
Posted By JohnC77 on 02/02/2021 10:42 AM
It is also called an illegal meeting, but good to know




If the bylaws or other governing documents allow it, and if state law allows it, then it's legal.

If approvals by written consent were not allowed anywhere, then nearly every corporation and lots of HOAs would be acting illegally.

But good to know.



Do you know the requirements of holding a Action without a Meeting?
JohnC46
(South Carolina)

Posts:10607


02/02/2021 11:19 AM  
From our Bylaws:

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 so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote.
ChrisE8


Posts:0


02/02/2021 11:23 AM  
Posted By JohnC77 on 02/02/2021 11:15 AM
Posted By ChrisE8 on 02/02/2021 11:11 AM
Posted By JohnC77 on 02/02/2021 10:42 AM
It is also called an illegal meeting, but good to know




If the bylaws or other governing documents allow it, and if state law allows it, then it's legal.

If approvals by written consent were not allowed anywhere, then nearly every corporation and lots of HOAs would be acting illegally.

But good to know.



Do you know the requirements of holding a Action without a Meeting?




You don't "hold" an Action by Written Consent or an Action without a Meeting.

It's something that is written down on paper.

The post right above this one shows excellent language that allows it.
JohnC77
(California)

Posts:560


02/02/2021 12:27 PM  
Posted By ChrisE8 on 02/02/2021 11:11 AM
Posted By JohnC77 on 02/02/2021 10:42 AM
It is also called an illegal meeting, but good to know




If the bylaws or other governing documents allow it, and if state law allows it, then it's legal.

If approvals by written consent were not allowed anywhere, then nearly every corporation and lots of HOAs would be acting illegally.

But good to know.



Because the requirements were ignored, California banned the process.
ChrisE8


Posts:0


02/02/2021 12:54 PM  
Posted By JohnC77 on 02/02/2021 12:27 PM
Posted By ChrisE8 on 02/02/2021 11:11 AM
Posted By JohnC77 on 02/02/2021 10:42 AM
It is also called an illegal meeting, but good to know




If the bylaws or other governing documents allow it, and if state law allows it, then it's legal.

If approvals by written consent were not allowed anywhere, then nearly every corporation and lots of HOAs would be acting illegally.

But good to know.



Because the requirements were ignored, California banned the process.




FALSE.

California specifically allows the following:

(B) Electronic transmissions may be used as a method of conducting an emergency meeting if all members of the board, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the meeting of the board. Written consent to conduct an emergency meeting may be transmitted electronically. [New: Civ. Code §4910]
KerryL1
(California)

Posts:7832


02/02/2021 2:07 PM  
Chris' last cite is correct. But it must be emphasized that in CA such meetings may ONLY be used for emergencies. So our Board of 200+ high rise condos, in other words, pretty complex, only needed two last year.
JohnC77
(California)

Posts:560


02/02/2021 2:34 PM  
Posted By ChrisE8 on 02/02/2021 12:54 PM
Posted By JohnC77 on 02/02/2021 12:27 PM
Posted By ChrisE8 on 02/02/2021 11:11 AM
Posted By JohnC77 on 02/02/2021 10:42 AM
It is also called an illegal meeting, but good to know




If the bylaws or other governing documents allow it, and if state law allows it, then it's legal.

If approvals by written consent were not allowed anywhere, then nearly every corporation and lots of HOAs would be acting illegally.

But good to know.



Because the requirements were ignored, California banned the process.




FALSE.

California specifically allows the following:

(B) Electronic transmissions may be used as a method of conducting an emergency meeting if all members of the board, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the meeting of the board. Written consent to conduct an emergency meeting may be transmitted electronically. [New: Civ. Code §4910]



In 12 years, I have never done one.
ChrisE8


Posts:0


02/02/2021 3:07 PM  
KerryL1 is 100% correct.
JohnC77
(California)

Posts:560


02/02/2021 4:55 PM  
Posted By ChrisE8 on 02/02/2021 3:07 PM
KerryL1 is 100% correct.



I know it doesn't mean squat to you, but I actually sat on the CAI-Los Angeles Chapter's Legislative Committee when SB563 eliminated the AWOM. Also on the committee was the individual who owns Davis-Stirling.com. The AWOM, except for emergencies (which is always a given) was eliminated because too many complaints came in of Boards holding secret meeting. The rule with AWOM is that the action taken at such meeting must be included in the minutes of the very next meeting. This was not being done, thus the change.

When a quorum of directors meets on the phone at the same time and place to discuss or take action, it is considered a meeting. If properly done, a separate document containing the action taken and signed by ALL directors is to be included with the minutes of the next meeting.
TimB4
(Virginia)

Posts:17373


02/02/2021 6:20 PM  
As others have said, this is an Action without meeting.

Per Tenn. Code Ann. § 48-58-202, the action must be in writing and unanimous.
The action should be documented in the next meeting of the Board and the written documentation of the action attached to those minutes.

In my Association, we would typically attach the emails to the minutes of the next meeting.

During the pandemic, it's likely that more action without meetings are possible then normal.
TimB4
(Virginia)

Posts:17373


02/03/2021 4:41 AM  
I'm glad to see that the moderators stepped in and did some cleaning up of this thread.

Regarding California (Richard and I often, and politely, discussed these same points), that it would be correct to say Actions without meetings were being abused and legislative action was taken. The legislation action said no action without meetings were allowed except for emergencies. CA also went farther and defined what an emergency was.

By defining what an emergency was, this reduced said actions to practically zero.








ChrisE8


Posts:0


02/03/2021 7:21 AM  
I don't think it's productive to argue about whether or not this situation is called "Action without Meeting" or another description. That's like arguing about whether or not a soft drink is "soda", "pop" or "Coke". There are a variety of descriptions, and they are different and valid ways of referring to the same thing.
JanineR
(Tennessee)

Posts:65


02/19/2021 8:59 PM  
Update:

Question to Board: Can you please provide the meeting minutes from the Oct ##th meeting that followed the annual meeting where Directors positions were appointed?

Answer: Email votes and decisions are not part of the minutes
TimB4
(Virginia)

Posts:17373


02/20/2021 1:46 AM  
Funny - I thought that was the purpose of minutes
ChrisE8


Posts:0


02/20/2021 8:17 AM  
Posted By JanineR on 02/19/2021 8:59 PM
Update:

Question to Board: Can you please provide the meeting minutes from the Oct ##th meeting that followed the annual meeting where Directors positions were appointed?

Answer: Email votes and decisions are not part of the minutes




Then I'd respond:

"Actually, they are and they are supposed to be kept as part of records of meeting minutes.

Please provide all email votes and decisions, as well as all actions without a meeting, actions by written consent and other written board approvals."
ChrisE8


Posts:0


02/20/2021 8:18 AM  
And if written approvals weren't part of minutes, wouldn't every board hold meetings and decide to take at least some votes over email instead of at the meeting, to avoid having to cough up records of those decisions?

JohnC46
(South Carolina)

Posts:10607


02/20/2021 11:10 AM  
Posted By JanineR on 02/19/2021 8:59 PM
Update:

Question to Board: Can you please provide the meeting minutes from the Oct ##th meeting that followed the annual meeting where Directors positions were appointed?

Answer: Email votes and decisions are not part of the minutes



OK so they are wrong. What is you next course of action?
JanineR
(Tennessee)

Posts:65


02/20/2021 11:45 AM  
I don't know.
I'm seeking advise here.
Does anyone have a suggestion to the next step.

I emailed them that:
Our Bylaws show that all records of action are to be provided in minutes.
Additionally, Per Tenn. Code Ann. § 48-58-202 provides that the action must be in writing. The action should be documented in the next meeting of the Board.

And you see their response.
TimB4
(Virginia)

Posts:17373


02/20/2021 11:52 AM  
As Chris pointed out, respond with asking why they are not complying with the governing documents and State statutes in properly keeping decisions and actions in minutes. Provide your citations. Make the letter polite.

If you get the same or similar response, use this as a rally for others to step up to the plate and vote the bums out specifying (expecting you have written proof) that the board acknowledges that they do not comply with statutes over the simple keeping of minutes.
JanineR
(Tennessee)

Posts:65


02/20/2021 12:45 PM  
Thank you for all the advise.
I'll send a simple and certified letter.

The other thing is that I know the meeting was not unanimous.
One of the Board members told me she was not on that meeting, which is bizarre since the meeting was by email.
This Board member is the newest of the group by about two years. She is the most open, and very honest, but she tends to get pushed out by the other BOD's and the PM.
ChrisE8


Posts:0


02/20/2021 12:52 PM  
Posted By JanineR on 02/20/2021 12:45 PM
Thank you for all the advise.
I'll send a simple and certified letter.

The other thing is that I know the meeting was not unanimous.
One of the Board members told me she was not on that meeting, which is bizarre since the meeting was by email.
This Board member is the newest of the group by about two years. She is the most open, and very honest, but she tends to get pushed out by the other BOD's and the PM.




Usually written board approvals have to be unanimous. If a board vote by email or signed consent is not unanimous, it’s not valid approval. So if the board claims that something was voted on by email but the “approval” was not unanimous...there was no approval.
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