Hi Richard.
What your Board is doing is called actions without meetings. Providing, as Mike pointed out, that the decisions are unanimous, and documented in the minutes of the following meeting (which you say they are), your Board is in technical compliance with VA Statutes(
§ 55-510.1 and
§ 13.1-685. However, they are not in compliance with the spirit of the law.
§ 55-510.1 specifies "The board of directors shall not use work sessions or other informal gatherings of the board of directors to circumvent the open meeting requirements of this section."
The
Fairfax County Community Association Manual even states that:
"Some boards hold preliminary “working” sessions prior to the actual board meeting, particularly when there is substantial business to transact or when the issues to be addressed are complex or controversial. This gives board members an opportunity to discuss the agenda and time to obtain additional information to enable them to act efficiently on the matters in the upcoming meeting, but these too, must be open meetings."
So the question could be is the Board making decisions to circumvent open meetings or are they holding work sessions via e-mail and/or making actions without meetings?
An argument can be made either way.
For example: In my Association, Draft minutes are sent to every board member weeks before the next meeting. Each Director reads those minutes and makes comments about them (effectively amending the draft minutes). At the next meeting the Board then approves the minutes or the minutes as amended via the flurry of e-mail.
A member may see this as an attempt to skirt the open meeting laws. A Director may see this as a working session so the meeting can be held to 90 minutes or less. Based on perception, each one sees their view as being the correct one. The only way to prove who is right or wrong is to take the issue before the courts and get a ruling.
Richard, I don't think I can really answer your question as the response will depend on perspective of the issue. In my mind, if an issue can wait for a decision at the next meeting, then that is what should be done. If an issue can't wait until the next meeting than an action without meeting is appropriate. I think every Board uses E-mail is some form as a working session just to minimize the time needed for the actual meeting.
Like I said, I didn't answer your question but I hope you have a better understanding of the issue.
Tim