Not All Board Members Notified

I'm in North Carolina and am a member of my HOA's Board. Several times over the past year, the Board has approved business or actions coming before the Board without notifying all Board members of such actions (they only notify a few Board members to get the majority vote). Does this make their "approved" actions legal or enforceable?

Thanks for the info. Our By Laws indicate that voting can be done electronically, but says nothing that all Board members have to be notified of any action coming before the Board for approval. Yes, we are a nonprofit and I am familiar with the Statutes you refer to....they do indicate that all Board members need to be notified, but are silent, I believe on, if all Board members are not notified....what the ramifications are on the legality of the action that has been taken. That's my real question. NC statutes not followed....but...so what ?

Elizabeth,

How many Board Members are there? Are you self managed, or is there a management company?

Are the actions taken (voted on), that you are concerned with, then reported on, at the next scheduled Board Meeting, and then “read into” the Minutes of that Meeting so as to document?

Do your Bylaws say anything about “emergency” meetings of the Board, or about “special” meetings of the Board?

What do your Bylaws say about how (phone, email, in writing) Board Members are to be notified, and about how many days in advance?

For example, for "special" Board Meetings - I believe 3 days in advance is a typical requirement, and which would also include the reason for the Special Board Meeting.

I suspect that the worst case for the Association would be a legal challenge to the decision or action. Now, if this were to occur, there would be nothing preventing the Board (and I think that a smart attorney would suggest) to call a special meeting of the Board to revisit and vote on those actions. Notate in the minutes that the Board became aware of an issue where a past decision/s was improperly done. Therefore, that action is again being brought to a vote at this meeting. I suspect that a majority of the board would support the previous action.

Even if the Board refused to revisit the issue or if the issue itself prevented it being revisited, a judge might simply see it as a bad business decision and tell the Board to follow proper procedures in the future. End result, the board may be yelled at, legal expenses are incurred and perhaps things will be done properly in the future (no guarantee on that).

In reality, because the issue is a civil issue (not criminal), the consequence for civil issues are internal. The people who do the checks and balances is supposed to be the membership. If individuals are not complying with the statutes, the membership should recall or simply not reelect those individuals.

This is why Jon suggested finding out the reasons why everyone wasn't being notified. Perhaps, the e-mail address is wrong or was improperly entered. Perhaps the internal procedures need to be changed. Perhaps more frequent meetings are needed.

I agree with Jon and Carol. I think this is something that should be brought up at a board meeting and discussed. I also feel that you should be sure that such actions are recorded in the meeting minutes to show who voted for what and specifically indicate who was excluded from the vote and how the votes were collected. Press for a written record. That might make the board stop and think about their actions.