NC HOA's Email Meetings & Voting - legal in North Carolina?

I'm currently a member of the Architectural Review Committee (ARC) and I have previously served on the Board of Directors for my homeowners association. I'm trying to determine if NC General Statutes allow for the Board of Directors and Committees of the Board to conduct meetings & voting by email.

To preface this post, I am not an attorney just a concerned homeowner/committee member attempting to reconcile the convenience of using E-mail technology to manage meetings AND preserve the integrity of the associations governing documents. I have read & researched the NC Planned Community Act-47F, NC Nonprofit Corporation Act-55A (our HOA is incorporated)and of course, our governing docs (Bylaws, etc).

The NC statutes do not provide a definitive answer to me. There are Articles in the NC Statutes that reference Action without Meetings, written consent, and actions taken may be in electronic form, but ALL are prefaced with the statement,“Unless the articles of incorporation or bylaws provide otherwise…" which only adds to my confusion! Our Bylaw states: "Meeting of Directors - Section 5. Participation in Meetings by Conference Telephone: Members of the Board of Directors or any Committee thereof, may participate in a meeting of the Board or Committee by means of a conference telephone or similar communications device where all persons participating in the meeting have auditory and oral access, such participation to constitute presence at the meeting." What should be followed the Bylaw or State Statutes? What should be followed the Bylaw or State Statutes?

I interpret our Bylaw to mean that meetings can ONLY be conducted when auditory and oral access is available to all participates. In my opinion, E-Mail Meetings do not fit that criteria and would not be a legal meeting of Committees or the Board. And any business conducting in an Email meeting could, in a court of law, be considered invalid. I believe that Video/Web conferencing and "old school" conference calls would be acceptable.

Additionally, some ARC members feel the Bylaw DOES NOT even apply to the ARC or any committees of the Board. Attached is the Bylaw.

Thoughts and opinions would be greatly appreciated. Thank you!

Carol:

Donna is right when you read Section 4, it could allow email for BOD only.

Let’s see if we can alleviate some of your other confusion.

The following are a couple of examples regarding precedence:

State Statute(s) takes precedence if it states something to the effect of: “Regardless of what is provided in the (HOA documents) …”

HOA Documents take precedence if Statute states: “Unless the (HOA documents) provide otherwise…"

Section 4: Informal Action by Directors – States that the Directors have the right to take any action in the absence of a meeting by obtaining the written approval of all the directors. Written approval could be potentially sent via email from all directors, and it appears what is written here would allow such action. However, it does not include “any Committee” so other committees are not given any ability to conduct business via written approvals only the Directors have the ability.

Section 5: Participation in Meetings by Conference Telephone - States Members of the Board of Directors or “any Committee” thereof; may participate … The way this is written your Board or Any Committee can have meetings via telephone conference.

The problem with both of the above sections is the HOA needs to be careful not to violate other certain State Statutes, such as:

§ 47F 3 108. Meetings.
(b) Meetings of the executive board shall be held as provided in the bylaws. 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.

In other words if most meetings are conducted via email or telephone conference, then the homeowners may not be properly involved with opportunity to attend said meetings.

Janet,
THANK YOU for alleviating my confusion on the statement “Unless the (HOA documents) provide otherwise…" you explained it very well and it is appreciated!

After reading the posts, some clarification is needed. The purpose is to institute the exclusive use of email for meetings in order to manage the business of the Architectural Review Committee. A physical "face-to-face" meeting would be considered the exception not the rule.

Carol - are you talking about REGULAR board meetings, or the desire to conduct business by email or other electronic means and then have business ratified at the regular meeting? (usually done for emergencies only)

I think the "intention" of the meetiing is crucial. Efforts to hold regular meetings electronically may be very complicated, as all HOA Members would need access.

Thank god ... I am not going to correct you because you are right ... your very last sentence in the statement above hit the nail on the head. I was getting the feeling you wanted the email meetings, and I am so very glad you are against.

When you take away overall open communication options it can lead to problems down the road. How many of us get flaming mad when we try to call for assistance and 15 minutes later we are still choosing a number for the next telephone prompt. Open communication and trying to keep or get homeowners involved is important.

OK now I can say it … tell them to stop being lazy and follow the HOA documents with the minimal meetings required. Let them know if they continue being lazy the board can find other less lazy individuals who may want to try out the position.

I'm the secretary of a HOA in FL and recently sent this attachment to the rest of my board. It all pertains to FL but may help you clarify why email voting shouldn't be carried out except for emergency situations.

Ed

Trust me, you don't want what California has. It is micromanaging the associations. It simply handicaps the BOD ability to conduct necessary business outside the confines of a Board meeting. For something like this, you can't have a one size fits all. For boards that meet on a monthly basis, having two or three additional meetings is overkill. Remember, these are family members who have a life outside a Board. As long as what every takes place between meetings is properly recorded in the next open meeting, it should satisfy the requirements. Proper communication to the members is the key element.