Can an email be written approval?

Started by AdamD • 6 replies • 1122 views

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AdamD (Indiana)
Posts: 42

Posted:

Our Bylaws state:

Action Taken Without a Meeting. The Directors shall have the right to take any
action in the absence of a meeting which they could take at a meeting by obtaining the written
approval of all the directors. Any action so approved shall have the same effect as though taken at
a meeting of the directors.

Would an email voting in favor of a motion constitute "written approval"?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Yes.

All the emails are then attached to the minutes of the following meeting as proof of unanimous consent.

AdamD (Indiana)
Posts: 42

Posted:

Thanks TimB4. On the flipside, would an email motion that dies for a lack of support still need those votes (for and against) printed out and attached to the minutes of the following meeting?

I appreciate your input!

TimB4 (Tennessee)
Posts: 21,059

Posted:

An Action without meeting (AWM), which is what you described in your first posting, requires unanimous consent to be valid.

If there isn't unanimous consent, there is no need to document anything as there was no action without meeting.

Keep in mind that AWMs should be used only for items that can not wait until the next meeting. Since those things are typically emergency or urgent in nature (tree fell in storm, etc.) it's rare to not have unanimous consent. If there isn't unanimous consent, perhaps it's a sign that the issue really wasn't that urgent or an emergency.

AdamD (Indiana)
Posts: 42

Posted:

That's good feedback. I guess I would have assumed that ANY motion (including action) taken between meetings should be annotated in the minutes of the following meeting.

Case in point, if a tree falls and damages our entrance sign and the Board emails a motion to all Board members to approve funding for repairs...and one Board member votes against (thus killing it), shouldn't the minutes reflect that decision to not proceed including how each Board member voted? That way homeowners would know which Board member stopped the action?

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By AdamD on 10/27/2017 6:48 AM
That's good feedback. I guess I would have assumed that ANY motion (including action) taken between meetings should be annotated in the minutes of the following meeting.

Case in point, if a tree falls and damages our entrance sign and the Board emails a motion to all Board members to approve funding for repairs...and one Board member votes against (thus killing it), shouldn't the minutes reflect that decision to not proceed including how each Board member voted? That way homeowners would know which Board member stopped the action?

I think the majority that voted for the repairs would still want the repairs done. To achieve this, they would merely have to put the motion on the agenda of the next open meeting. There, the vote does not have to be unanimous.

KerryL1 (California)
Posts: 14,550

Posted:

Right, just dO call a meeting and let the majority vote to take action on x, y or z.

In CA, AWM can only occur for emergencies and, as Time said, should be used very sparingly in most other sates from what I've seen on this forum.

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