Arch Commitee Voting By email

It sounds reasonable without diving into Arizona law. Actions without a meeting (email), when allowed in California, had to be unanimous.

Fred,

When a Board or Committee approves something via e-mail, it is called an "action without meeting".

State Corporate laws typically address action without meetings.

If the decision was held at a meeting of the Committee, then majority rule would apply.

Typically, Associations are incorporated as nonprofits. Expecting that your Association is typical, Title 10, chapters 24-40 of the AZ Statutes would be applicable. Per AZ 10-3821:

A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes filed with the corporate records reflecting the action taken.

B. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document.

D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent.

E. For the purposes of this section, a consent may be signed using an electronic signature as defined in section 44-7002.

Note: "if the action is taken by all of the directors" = unanimous

Tim,

While non-profits in general are bound by the statutes you cited, HOA's are further bound by other statutes, including ARS 33-1804 which addresses open meetings.

The statute allows emergency meetings where action cannot be delayed until a scheduled meeting. It does not allow by-passing open meetings with an email vote where there is no emergency. I have also heard the old story about unanimous agreement but I find nothing in the statute to support that. (I think that is a California thing.) So it is not a case of majority-versus-all; it is a matter of lawful-open-meeting-versus-unlawful-secret-online-meeting.

The statute also extends the open meeting requirement to committees. Members of an ARC do not have the same immunity from civil liability as a board member, so my advice to Fred would to tread cautiously. Fred, you wrote "We have been instructed . . ." My question is by whom and what is their authority to instruct you? My first impression is that someone is doing a disservice to your association with some very bad legal advice. There is no shortage of attorneys in Arizona and little reason to accept bad advice from non-attorneys.

I thought I provided the actual statute that would support that.
Granted, it only applies to Associations that are incorporated.


That is true as well.
In fact, as you pointed out, this is the first and larger issue.

I didn't go into that and took the issue posed by the OP as written.

Links:

For all AZ statutes:

http://www.azleg.gov/ArizonaRevisedStatutes.asp

Nonprofit Corporation Statutes (A.R.S. 10-3101 et seq.) Title 10, Chapters 24-40

http://www.azleg.gov/ArizonaRevisedStatutes.asp?Title=10

Property Laws (Title 33)
Title 33 - Property, Chapter 9 - Condominiums, Articles 1-4
Title 33 - Property, Chapter 16 - Planned Communities, Article 1
Title 33 - Property, Chapter 20 - Timeshare Owners' Association and Management Act, Article 1

http://www.azleg.gov/ArizonaRevisedStatutes.asp?Title=33

Arizona Administrative Code (may or may not be some nuances for Associations):

http://www.azsos.gov/rules/arizona-administrative-code

Perhaps you meant 44-7002? It was referenced in the Statute for AWM I cited earlier.

See:

E-mail Responses to Unanimous Written Consents, Legal in Arizona at Last! 2011 article in a law blog.

44-7002. Definitions

The article I provided a link to explains it best.