Homeowner Associations and other non-profit corporations are frequently managed by unpaid and part-time executive board members. These folks usually don’t think anything is wrong with circulating emails trying to make a decision, rather than the more tedious and time-consuming work of conducting an actual meeting. However, attempted action done in this manner is not the same thing as action in a meeting and such an attempt could invalidate whatever the board wanted to do.
Usually any action taken by the board or membership must take place in a meeting that satisfies notice and quorum requirements. Unless there is a specific prohibition in the bylaws of the corporation, a director can attend a meeting electronically. However, in order to do that, the person attending remotely and all the other participants must simultaneously hear each other in real time throughout the meeting. Email chains do not meet this requirement.
Sometimes emergency situations occur and action must be taken immediately. If that is the case, some corporations have an executive committee consisting of the officers of the corporation that, because of its smaller numbers, can meet more quickly than a full board or membership. As a last resort, action can be taken that can later be taken and ratified by a board at a proper meeting, but this should only be done in emergency situations and not as a matter of course.
There is a way that action can be taken without a meeting by email or otherwise. However, first all of the directors must agree in writing that the action can be voted on without a meeting. After that unanimous approval, the board can then vote the action with whatever majority vote the bylaws require for that action.
-Bradley A. Coxe is a practicing attorney in Wilmington, NC who practices in Personal Injury, Car Accidents, Medical Malpractice, Contract and Real Estate disputes, and all forms of Civil Litigation. Please contact him at (910) 772-1678.