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Subject: Board of Trustee Decisions Using Email
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MikeT18
(Massachusetts)

Posts:8


09/19/2021 9:56 AM  
Hello- The board of trustees in my condo association (located in Massachusetts) does a lot of the decision making using email. They meet once a month but it’s come to my attention that many decisions on projects, vendors, issues, etc are done using email. The monthly meetings are basic statements by the treasurer, approving the prior minutes (if they took any) and updates on any projects that were started. Is this normal for the board to do much of the decision making using email rather than at meetings? There is a majority on the board who like to do many things in secret.

MikeT18
(Massachusetts)

Posts:8


09/19/2021 9:58 AM  
Posted By MikeT18 on 09/19/2021 9:56 AM
Hello- The board of trustees in my condo association (located in Massachusetts) does a lot of the decision making using email. They meet once a month but it’s come to my attention that many decisions on projects, vendors, issues, etc are done using email. The monthly meetings are basic statements by the treasurer, approving the prior minutes (if they took any) and updates on any projects that were started. Is this normal for the board to do much of the decision making using email rather than at meetings? There is a majority on the board who like to do many things in secret.




I should also note that the board will excited some board members in emails from discussions and decisions.
MikeT18
(Massachusetts)

Posts:8


09/19/2021 9:59 AM  
*exclude
AugustinD


Posts:1672


09/19/2021 10:05 AM  
MikeT18,

-- Please quote, what, if anything, the Master Deed and Bylaws say about meetings being open to owners.

-- Does your condo's governing documents (Master Deed, Bylaws, et cetera) say anything about being subject to certain Massachusetts statutes? See this section of the Mass condo statute:https://malegislature.gov/Laws/GeneralLaws/PartII/TitleI/Chapter183A/Section2 .

-- What year was this condominium association established?

-- So far I see nothing in Mass statutes requiring open meetngs. But if your Bylaws or Master Deed require that meetings be open to owners, then this is a contractual provision, and the Board should not be conducting business by email unless the issue being discussed by email is a bona fide emergency.

-- Massachusetts and New York condo/co-op law sucks eggs vis-a-vis the rest of the country's condo/co-op law.
PatJ1
(North Carolina)

Posts:246


09/19/2021 10:21 AM  
Board decisions by email are common and depends on if your state allows them or not. NC allows them only by unanimous email vote. Emailed votes passed this way are affirmed at the next Board meeting and included in those minutes.

Email discussion outside of board meetings are also common. Sitting through a 3 hour monthly Board meeting to again discuss an item because it was tabled 4 months ago for an additional question, then again for another question accomplishes little. Discussion between meetings allows for research and questions to be asked prior to the vote.

Board minutes do not have to contain discussion. They are to record the action taken, pass, fail, or table.


Board members are volunteers. Many have no idea what they're doing. Educate them. Don't beat them up.
AugustinD


Posts:1672


09/19/2021 10:38 AM  
Posted By PatJ1 on 09/19/2021 10:21 AM
Board decisions by email are common and depends on if your state allows them or not. NC allows them only by unanimous email vote. Emailed votes passed this way are affirmed at the next Board meeting and included in those minutes.

Email discussion outside of board meetings are also common. Sitting through a 3 hour monthly Board meeting to again discuss an item because it was tabled 4 months ago for an additional question, then again for another question accomplishes little. Discussion between meetings allows for research and questions to be asked prior to the vote.
Board discussion outside of properly noticed meetings is heavily regulated in a number of states. Why? For the same reasons that city council meetings outside of properly noticed meetings are always, or nearly always, illegal. The public has a right to know what its governing body is discussing, via a properly noticed agenda, so the public may comment as allowed under the law, and so influence and inform their elected representatives appropriately.

Per NC's condominium act, board meetings are required to offer owners a period where the owners can comment. Voting on issues by email between meetings certainly circumvents this.

I know being a director is hard. Omitting owners' participation does make things easier in some ways. On the other hand, transparency builds trust. I think circumventing rules regarding open meetings may open many HOAs/COAs in many states up to litigation.

I understand if you do not give a flying fig about this. I wanted to attempt to clarify why open meeting laws exist in many states for HOAs/COAs.
MaxB4


Posts:1339


09/19/2021 10:42 AM  
Posted By PatJ1 on 09/19/2021 10:21 AM
Board decisions by email are common and depends on if your state allows them or not. NC allows them only by unanimous email vote. Emailed votes passed this way are affirmed at the next Board meeting and included in those minutes.

Email discussion outside of board meetings are also common. Sitting through a 3 hour monthly Board meeting to again discuss an item because it was tabled 4 months ago for an additional question, then again for another question accomplishes little. Discussion between meetings allows for research and questions to be asked prior to the vote.

Board minutes do not have to contain discussion. They are to record the action taken, pass, fail, or table.




I agree!
HenryS7
(Arizona)

Posts:14


09/19/2021 11:14 AM  
Our HOA does a lot by e-mail.
JohnC46
(South Carolina)

Posts:11507


09/19/2021 11:25 AM  
My HOA does most everything via Email except vote on an issue and even then we will "straw vote" to see where we are. When we meet, we have discussed the issue so we can deal with the voting in a prompt manner. I know other states "hobble" these type discussions but that is their issue, not ours.
PatJ1
(North Carolina)

Posts:246


09/19/2021 11:29 AM  
Posted By AugustinD on 09/19/2021 10:38 AM
Posted By PatJ1 on 09/19/2021 10:21 AM

Per NC's condominium act, board meetings are required to offer owners a period where the owners can comment. Voting on issues by email between meetings certainly circumvents this.






NC does not require meetings of the board be open to members. That's why it's important to review your state's requirements.


***Which meetings of the Board of Directors are open to all homeowners?

There is no statutory requirement that specific meetings of the Board are open to all homeowners. However, both the NC Planned Community Act (NCGS § 47F-3-108(b)) and the NC Condominium Act (NCGS § 47C-3-108(b)) provide as follows:

At regular intervals, the executive board meeting shall provide lot owners an opportunity to attend a portion of an executive board meeting and to speak to the executive board about their issues or concerns. The executive board may place reasonable restrictions on the number of persons who speak on each side of an issue and may place reasonable time restrictions on persons who speak.

These two statutes apply retroactively to older associations.***



Board members are volunteers. Many have no idea what they're doing. Educate them. Don't beat them up.
AugustinD


Posts:1672


09/19/2021 11:39 AM  
Posted By PatJ1 on 09/19/2021 10:21 AM
Email discussion outside of board meetings are also common. Sitting through a 3 hour monthly Board meeting to again discuss an item because it was tabled 4 months ago for an additional question, then again for another question accomplishes little. Discussion between meetings allows for research and questions to be asked prior to the vote.
Your assertion that this is common seems to imply it's lawful nationwide. As you and I are noting subsequently, it's not.

Nor do I know if it's common. In my experience, a board that knows how to write an agenda, or has designated someone with this skill to write the agenda, would be able to avoid all these side discussions.

One of the biggest complaints of directors is too many emails. Your way seems to be largely about a lot of emails.

Again I grant you all are volunteers. If no one is complaining, and the board is not intimidating people into not complaining, then congratulations.
PatJ1
(North Carolina)

Posts:246


09/19/2021 11:59 AM  
Help! My last reply was messed up.

How do you insert those boxes in a reply? You select quote, right?

How do you select a portion of the post to quote in the reply? That's where I messed up.

Board members are volunteers. Many have no idea what they're doing. Educate them. Don't beat them up.
LetA
(Nevada)

Posts:1425


09/19/2021 12:12 PM  
How else do you think HOA business is conducted after the regular meeting? Meetings are a formality to enter to the record for HOA business like bids on vendor services and routine maintenance. What if a pipe breaks and you need a plumber? All of these things are completed via email. HOA business can't wait for a meeting. Prior to the advant of email, these same tasks were conducted with the telephone. Email provides a record.. paper trail. I feel you're getting your knickers in a knot over nothing. This is perfectly normal.
AugustinD


Posts:1672


09/19/2021 12:25 PM  
I addressed emergency situations and how, doh, those often should be handled between regular meetings, documenting subsequently in the minutes the action without a meeting.

A leading complaint at hoatalk is a lack of transparency by the board, including not having meetings where in fact, state law and/or the bylaws require them. I gather you think the appropriate response to these folks, who have the law on their side, is "tough cookies." And next time you need help getting your board to follow the law and/or covenants (as you have many times), expect my response to be, "tough cookies."


PatJ1, start by clicking the "Quote" link in the upper right of the post. Use the "Quote" link instead of the "Reply" link.

Bring on the rotten tomatoes
MaxB4


Posts:1339


09/19/2021 2:41 PM  
The leading complaint here at hoatalk is lack of transparency, but it's not because of meetings. Some people here make it that. Most are the unavailability of HOA records, financials, minutes and contracts.

I will speak only of California, but an agenda is prepared, posted within the legal timeframe, and the minutes will follow the outline of the agenda.

The process for the meeting is to call to order, identify whether a quorum of directors is present, who is present, who is absent, and if a management representative is present. Minutes are approved or not approved, motion whether financials were reviewed, as they don't have to be approved, summary of executive session, management report, and then official business. It will be divided between old business and new business, and there must be specific topics listed on the agenda for both. If action is required, a motion, second and voted is recorded for each topic. Afterwards, homeowner forum and then adjournment.

As the manager, now the fun part begins. The following day, the emails start, putting everything that happened at the meeting into motion. That could be between 10-15 emails.

I've read minutes from several HOA's that cover 15 pages, almost word for word what happened at the meeting. I think all here agree that the minutes are a recording of the actions that took place.

This meeting took place with two homes of the over 300 homes in the association present. I am curious, if any action(s) were taken between meetings and properly recorded in the next meeting's minutes, what difference would it make to the 310 homes that didn't show up.

If you have a meeting, don't notice the community, don't post an agenda, or don't record the action at a meeting, then I'll call that a secret meeting, one that California outlawed in 2012 for those very reasons.
MaxB4


Posts:1339


09/19/2021 2:55 PM  
Posted By MikeT18 on 09/19/2021 9:58 AM
Posted By MikeT18 on 09/19/2021 9:56 AM
Hello- The board of trustees in my condo association (located in Massachusetts) does a lot of the decision making using email. They meet once a month but it’s come to my attention that many decisions on projects, vendors, issues, etc are done using email. The monthly meetings are basic statements by the treasurer, approving the prior minutes (if they took any) and updates on any projects that were started. Is this normal for the board to do much of the decision making using email rather than at meetings? There is a majority on the board who like to do many things in secret.




I should also note that the board will excited some board members in emails from discussions and decisions.




Chapter 156D: BUSINESS CORPORATIONS

Section 8.21. ACTION WITHOUT MEETING

(a) Unless the articles of organization or bylaws provide that action required or permitted by this chapter to be taken by the directors may be taken only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action must be evidenced by 1 or more consents describing the action taken, in writing, signed by each director, or delivered to the corporation by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors, and included in the minutes or filed with the corporate records reflecting the action taken.

(b) Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date.

(c) A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document.
KerryL1
(California)

Posts:8592


09/22/2021 5:56 PM  
This is good info for Mike. To double check-it's Mass. statute, right? If so, Mike' board is actually illegally because he writes that some directors are excluded. I would hope that other who say they do a lot of bu iz outs of ne meetings follow their own state statutes on this topic. All I've seen say the decision must be unanimous and all directors must sign for the decision to be in a futile meeting's minutes.

JohnC46
(South Carolina)

Posts:11507


09/23/2021 10:07 AM  
Let us not confuse discussing issues via Email or phone with voting. They are two different issues. Some states are so bad that if a majority of the BOD even has a discussion at the pool over beers, it is considered a BOD Meeting thus illegal unless an agenda was posted and notice sent out. Talk about hobbling a BOD.
MaxB4


Posts:1339


09/23/2021 10:51 AM  
Posted By JohnC46 on 09/23/2021 10:07 AM
Let us not confuse discussing issues via Email or phone with voting. They are two different issues. Some states are so bad that if a majority of the BOD even has a discussion at the pool over beers, it is considered a BOD Meeting thus illegal unless an agenda was posted and notice sent out. Talk about hobbling a BOD.



I agree!
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