Proxies in a BOD meeting?

Dawn, if your By-laws are silent on Board members voting when they are not present at the Board meeting, I believe they can not vote by any method. The By-laws normally should specify how a Board member can and can not vote relative to Board issues.

When your covenants, bylaws, articles of incorporation do not specify then look
at what State Law mandates.

RobertG, I agree. This is true in Colorado where several items in Declarations have been made null and void by later state statutes. I am curious, does anyone know of state statutes which get into such details as how Board members may vote? I doubt they would but presume such items would be in the not-for-profit corporation statutes.

My reading of CA corp law indicates that proxies are allowed, specifically in the context of "Regular Members' Meetings." However, I can't find any information on whether proxies are allowed for Board Meetings.

Another website (relating to California Condo laws) states simply that it shows lack of fiduciary responsibility for a Board member not to attend meetings, but instead, to provide a proxy. In the context of my Board, this is NOT the case as everyone is very involved. (Thus my desire to accommodate everyone's August vacation schedules, and craft a way to allow everyone to participate in the vote.)

I'm wondering if we can get around the issue of "proxies" by the BOD, by taking the vote by mail.

I think this will work because our bylaws allow "action taken without a meeting" as follows:

Article 6.9. Action without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting (and without prior notice to Members as provided in section 6.2 of these Bylaws), if all members of the Board, individually or collectively consent in writing to that action. Action by written consent shall have the same force and vote as a unanimous vote of the Board of Directors. Written consent or consents shall be filed with the minutes of the proceedings of the Board. An explanation of the action taken shall be posted at a prominent place or places within the Common Area within three days after the written consents of all Board members have been obtained. If the the Common Area is only an easement or is otherwise unsuitable for the posting the explanation of the action taken, the Board shall communicate that explanation by any means it deems appropriate."

Thanks so much.

Dawn in CA

Can we get a quorum? Yes, we can.

It's a bit more complicated than normal, because three of the 5 Board Members are related to me. I'm trying to "keep family peace" (one member has used various tactics to delay the vote (or deny that we voted!) for a few months). . .at the same time, I'm trying to get some termites killed.

I'm convinced that giving everyone the opportunity to vote, by working around the vacation schedules with an August mail-in ballot, will serve us well in the long run.

I'm also convinced that we can not delay the vote until September's meeting because we've already come under fire from residents for "doing nothing" for the past few months. We even had a condo sale fall through because of the bad state of termite damage and fences badly in need of repair.

As president, I do 80% of the work, hear most of the complaints, but I feel powerless over one Board member who keeps delaying the vote (for some unknown reason.)

Thanks. . .this forum is a huge help in thinking things through. .

D in CA

P.S. As far as "sunshine laws" go, all of our meetings are open. . .I'm not concerned with any protests to "action without a meeting" because not one of the residents have every showed up for a meeting - not even an Annual Member's meeting.

Thanks very much Mr. Nordeen. . .your post (and all of the rest too) was very helpful.

Will move forward to obtain unanimous consent. . otherwise we'll just proceed as usual to the next Board Meeting and see what happens.

Thanks again!

I meant to add that it would appear the if the Motion was constructed properly and sent out to Board members by e-mail, and discussion was allowed and vote made by e-mail would qualify. If I was in your shoes I believe I would make a decision about how to handle the whole matter, get the board to sign off and vote and let someone challenge it. There is never 100% of the time that strict rules are followed, everyone has to step outside the box once in a while.
If your justification is good and you have the Board e-mail their vote, it appears to me you are doing the best you can, it's when you do something and you know you should have done something the proper way, that leads to trouble.