Ratification of Unanimous Written Consent

The final purchase recommendation for a major HOA equipment system missed being placed on the agendas of last month's Board Workshop and Board Meeting due to pricing negotiations. Rather than wait until the next scheduled Board Meeting, the Board signed a Unanimous Written Consent (UWC) to expedite delivery and installation. A work order to the vendor was immediately issued based on the UWC. The UWC is to be ratified at next month's Board Meeting. The equipment will have been received and possibly installed by that time.

A new Board Member asks what happens if the Board decides not to ratify the UWC. No guidance in our CC&R's. Does execution of the work order/contract take precedence over ratification?

Will appreciate opinions and/or references to Arizona or UCC law. Thanks.

Dale, I agree with Gloria, and as I am not an AZ resident will not comment on this. However in general, and this is not meant as an insult, but I would question competency of a board "forgetting" to list such a large expenditure on an Agenda, and also question why during the meeting the topic was not broached. If the issue was purely timing of the pricing negotiations, that is one thing. Again, from a contracts guy, when I negotiate pricing it is often with the caveat that I have two VP's to answer to, and have approvals (at least uafter $250K), that will need to authorize the transaction.

First rule of contract/pricing negotiations... if the offer is genuine today, it will be genuine tomorrow. Unless this was an emergency situation, it should have waited until the next meeting of the HOA. The contractor should have been made aware of the meeting schedules which allowed the board to enter into contracts properly. And the board should not have signed the agreement, outside of a duly called meeting - unless there was an agreed upon emergency (not oversight, or forgetting to list on Agenda, and failure to discuss at meeting).