BOD Attending by Video Conference

Started by JenniferM10 • 5 replies • 1496 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

JenniferM10 (Illinois)
Posts: 97

Posted:

Hi everyone,

I'm just curious if this has happened in other communities. Our meeting was canceled last night because the president said that the two members who were in attendance via video conference did not count, and so a quorum was not present. He apparently had a letter from the HOA lawyer stating that it would only be allowable is all members were given the option to attend via video conference.

Here's what our by-laws say:

Section 4. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Our by-laws are nearly 30 years old. No one could conceive of such a thing outside of the Jetsons back then. I'm annoyed on two counts 1) that the BOD isn't communicating with each other and seeming to "go to war" over these things publicly and 2) that HOA money was spent on an attorney to get an opinion on something that frankly could have been decided on by the other BOD.

Just curious about your opinions and experience with this type of thing.

JohnO6 (Georgia)
Posts: 424

Posted:

Jennifer -

The section of your documents you quoted probably isn't relevant to the real question at hand. It's not a "quorum" issue, but judging by your attorney's response, it's an "Open Meeting" requirement issue.

It's possible that either state law to which your association is subject (usually either HOA laws, Condo laws, or non-profit corporation laws, or your HOA's governing documents may require that all Board meetings be open to all members.

If so, it seems that the attorney has interpreted this to mean that video conference participation by a subset of Board members violates the Open Meeting requirement unless all members have access to the video conference technology.

While I'm no attorney, I would argue that if the Board meeting is physically held at it's usual site that is open to all members, then participation by technology means for only some of the Board members doesn't violate either the intent or the letter of the law.

BUT .. .. .. as I said, I'm no attorney .. .. .. so what the heck do I know.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Jennifer,

I know that I am not referring to a HOA but our Master Gardener org just went thru the same issue. If the governing documents do not say that video or electronic tramsmission of meetings are allowed, then they are not allowed. You will need to amend your bylaws to allow for meetings to be held electronically.

The key word in your bylaw is " Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the """"directors present""""" at a duly held meeting at which a quorum is present shall be regarded as the act of the Board

SusanW1 (Michigan)
Posts: 5,202

Posted:

It's all about "being there."

Heck, I envision board meetings ala Blackberry soon.

You can update your bylaws, but those will probably be out of date in 5 years

Perhaps something about "attendance in person or by board approved electronic means . . .

The key is to ensure that the member can interact at the meeting.

RogerB (Colorado)
Posts: 5,067

Posted:

Jennifer, some HOAs could never hold a Board meeting if it required a quorum to be physically present. Following is a segment of the Bylaws for such an HOA. Your HOA could amend your Bylaws if willing to provide the equipment necessary to comply.

6.8 Telephone Communication in Lieu of Attendance.
A Director may attend a meeting of the Board of Directors by using an electronic or telephonic communication method whereby the Director may be heard by the other members of the Board and may hear the deliberations of the members on any matter properly brought before the Directors. The Director shall be counted as present and shall make motions and vote as if the Director was present in person.

JenniferM10 (Illinois)
Posts: 97

Posted:

Thanks everyone.

Roger, I think the fact that we don't have a clause was the issue. We didn't have a quorum of board members physically in the room, so the meeting was canceled.

I guess it's all about defining what "present" means. We have board members who don't even have email, so I guess I shouldn't be surprised that they would be uncomfortable with a technology work-around.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here