SharonR14 (North Carolina)
Posts: 3
Posts: 3
Posted:
Is it legal for an HOA Board to approve a project, and funding for same, via email or phone conversation?
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Started by SharonR14 • 16 replies • 848 views
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LetA (Nevada)
Posts: 2,679
Posts: 2,679
Posted:
I suppose it is legal. It is certainly more efficient and less time consuming, not to mention saving the HOA budget on postage. In fact, I can sign important documents right from my iPhone and email them back to the PM.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Typically, Bylaws and Corporate laws allow for action without meetings (AWM).
AWM's typically require unanimous approval and should be documented in the minutes of the next scheduled meeting.
AWM's typically require unanimous approval and should be documented in the minutes of the next scheduled meeting.
SueW6 (Michigan)
Posts: 814
Posts: 814
Posted:
Sharon
Yes; but don’t make it a habit.
Why? Because these kinds of motions miss public notice and discussion/debate.
Yes; but don’t make it a habit.
Why? Because these kinds of motions miss public notice and discussion/debate.
CathyA3 (Ohio)
Posts: 6,299
Posts: 6,299
Posted:
It all depends on whether it's legal in your state and in your bylaws. If so, it's a fast and convenient way to address issues that come up between board meetings, and I think it provides better service to the community. Summaries of these decisions should be announced at the next board meeting and added to the minutes.
The extent to which email is used also depends on whether your state/bylaws require open board meetings. My bylaws specify closed board meetings, so unless there are some things that must be done in person (eg. a physical signature is required on a document) there is no practical reason to limit the amount of business that can be conducted by email, so long as the decisions appear in the minutes.
You also might want to think twice about security: we don't send any confidential information in clear text that can be scanned by others.
The extent to which email is used also depends on whether your state/bylaws require open board meetings. My bylaws specify closed board meetings, so unless there are some things that must be done in person (eg. a physical signature is required on a document) there is no practical reason to limit the amount of business that can be conducted by email, so long as the decisions appear in the minutes.
You also might want to think twice about security: we don't send any confidential information in clear text that can be scanned by others.
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Sharon,
I was on a board in Ca. for 4 years as Treasurer and 4 years as President. I believe it was about 5 years ago when Ca. instituted the “Open Meeting Act” which I am paraphrasing here. It says that board are not to make decisions outside of board meeting and communicating with multiple members is not allowed. We learned exactly how to wait in between meeting and if an Emergency arose we would still have the ability to do an Action Without Meeting. It works fine.
I recently retired and moved to the great state of Texas. I now find myself as a junior member on a board and we are making many decisions outside of meetings. We only meet quarterly, and the community is nearly 1500 homes which is 3 times larger than in Ca. Well sorry it took me a long time to get to this Punch line. I finally found something I liked better in Ca. than Texas. It is this law.
My main issue with decisions via email is the lack of dialog that happens. Let’s say it is regarding basketball hoops being left out on weekends for an example. One busy board member gives an instant response, I have no problem with it. He is done and moves on without ever checking what others contribute. Another board member gives a quick response and says I am with the first guy. He now leaves the conversation. Next board member says I do not care one way or the other. The forth member has a major issue and states her concerns clearly and has some great points. The last member is swayed by the opinion and votes against it. My point here is in a meeting environment you listen to all the facts and discussion and then you vote. You are also in the public and your vote is out loud. This is the best way for votes and decisions to be handled. Even if it is legal in your State I would advise against making a habit of this unwise practice.
I was on a board in Ca. for 4 years as Treasurer and 4 years as President. I believe it was about 5 years ago when Ca. instituted the “Open Meeting Act” which I am paraphrasing here. It says that board are not to make decisions outside of board meeting and communicating with multiple members is not allowed. We learned exactly how to wait in between meeting and if an Emergency arose we would still have the ability to do an Action Without Meeting. It works fine.
I recently retired and moved to the great state of Texas. I now find myself as a junior member on a board and we are making many decisions outside of meetings. We only meet quarterly, and the community is nearly 1500 homes which is 3 times larger than in Ca. Well sorry it took me a long time to get to this Punch line. I finally found something I liked better in Ca. than Texas. It is this law.
My main issue with decisions via email is the lack of dialog that happens. Let’s say it is regarding basketball hoops being left out on weekends for an example. One busy board member gives an instant response, I have no problem with it. He is done and moves on without ever checking what others contribute. Another board member gives a quick response and says I am with the first guy. He now leaves the conversation. Next board member says I do not care one way or the other. The forth member has a major issue and states her concerns clearly and has some great points. The last member is swayed by the opinion and votes against it. My point here is in a meeting environment you listen to all the facts and discussion and then you vote. You are also in the public and your vote is out loud. This is the best way for votes and decisions to be handled. Even if it is legal in your State I would advise against making a habit of this unwise practice.
GenoS (Florida)
Posts: 4,276
Posts: 4,276
Posted:
Open meetings are required in Florida with a few exceptions. Over the years the legislature has made it clear that board meetings must be open to all owners. Owners have the right to observe all aspects of the decision-making process. Body language, tone of voice, facial expressions, atmosphere of the room, who seems to be siding with whom, the perceived knowledge (or lack thereof) of the board members, ... All of these things are what homeowners should be able to observe at a board meeting.
Almost none of that is evident when decisions are made by phone or email. That's why, from what I gather, the FL legislature over the years has insisted and clarified that board meetings be open and that voting on issues that takes place behind closed doors (or over the phone or email) is not permitted by the statutes.
Almost none of that is evident when decisions are made by phone or email. That's why, from what I gather, the FL legislature over the years has insisted and clarified that board meetings be open and that voting on issues that takes place behind closed doors (or over the phone or email) is not permitted by the statutes.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
When considering an Email vote (which we can do), we confine it to a specific Email subject for discussion of concerning that subject, and that subject alone. No off subject comments allowed. We consider that a good enough "paper trail".
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
As others wrote, it depends on the laws in NC & also what your bylaws have to say about this.
It is NOT legal in CA unless an emergency AND approval by ALL directors is unanimous. Then it's recorded in the next open meeting minutes.
Wow, Mark, Why doesn't your board meet monthly like many boards do in much smaller HOAs?
It is NOT legal in CA unless an emergency AND approval by ALL directors is unanimous. Then it's recorded in the next open meeting minutes.
Wow, Mark, Why doesn't your board meet monthly like many boards do in much smaller HOAs?
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Kerry,
Yes I agree we need more meetings, but since I have only lived in Tx for nearly 2 years and only on this board for 6 months I am trying to take it slow and not bulldozing the things that they have done since becoming a HO board which is less than 2 years. I am going to try and get them to do every other month and see how that goes. The current board has a diverse group which is healthy, but some claim to be very busy and travel a lot which makes scheduling difficult. Our Bylaws state all we are required to have is one Annual meeting.
I have dozens of things that have worked for my last boards and would love to put them in place over the next 2 years. One step at a time.
Yes I agree we need more meetings, but since I have only lived in Tx for nearly 2 years and only on this board for 6 months I am trying to take it slow and not bulldozing the things that they have done since becoming a HO board which is less than 2 years. I am going to try and get them to do every other month and see how that goes. The current board has a diverse group which is healthy, but some claim to be very busy and travel a lot which makes scheduling difficult. Our Bylaws state all we are required to have is one Annual meeting.
I have dozens of things that have worked for my last boards and would love to put them in place over the next 2 years. One step at a time.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Ah, I see, Mark. A little at a time makes sense.
Our bylaws require only quarterly meetings, but we have 11/yr. Even so, Jan. & Feb. are spent playing catch-up.
Our bylaws require only quarterly meetings, but we have 11/yr. Even so, Jan. & Feb. are spent playing catch-up.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Ah, I see, Mark. A little at a time makes sense.
Our bylaws require only quarterly meetings, but we have 11/yr. Even so, Jan. & Feb. are spent playing catch-up.
Our bylaws require only quarterly meetings, but we have 11/yr. Even so, Jan. & Feb. are spent playing catch-up.
SharonR14 (North Carolina)
Posts: 3
Posts: 3
Posted:
I very much appreciate all of the comments. I have now looked at the NC Statutes concerning HOAs, and they are very lax. Our Bylaws say nothing about the Board transacting business by electronic means, nor do they address "actions without meetings". They only require one annual meeting with members, and say that the BODers can set regular executive meetings at such times as they choose, so no minimum requirements. We actually DO meet with membership 11 times per year, and have another executive meeting EVERY month. The problem comes up in between meetings, when something is pressing (not an emergency, but perhaps a discount available if we act before our next meeting, or a contractor saying he can fit us in now, otherwise we wait 6 months, etc.) We are a very small (100 houses) community, self-managed, operating mostly on volunteers, and generally issue-free, but as always, there are a few owners who can be counted on to nit pick. We have tried to only do business in meetings, but there are those occasional times when that is difficult. This discussion has been very helpful to me -- I will chat with an attorney about Actions without meeting (a term I had never heard) and if that is not something we can legally do, I guess we just need to change our meeting schedule and add another quick meeting when these things come up. Thank you all for your input. I am really glad I found this site!
SharonR14 (North Carolina)
Posts: 3
Posts: 3
Posted:
Oh, and Mark, I enjoyed your punch line, even tho I love CA. I have been on several other Boards in PA and NJ, and I have now landed on this Board 4 years ago. Have been president for past 2 years. Have struggled to change the culture to being a bit more structured and organized. As the saying goes, the way to eat an elephant is one bite at a time.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
If you're incorporated, Sharon, NC corporation codes MIGHT have something useful.
Are you saying, btw, that your bylaws are silent on board meetings altogether? And only take about Members (Owners) annual meetings?
Are you saying, btw, that your bylaws are silent on board meetings altogether? And only take about Members (Owners) annual meetings?
LaskaS (Texas)
Posts: 1,025
Posts: 1,025
Posted:
I believe in Texas a board can take a vote by email ..(but it really should only for simple day to day approvals) and it's an absolute requirements that 100% of the board members must reply to the vote and reply in the affirmative for it to be valid.
But you are talking about basically having a meeting through email. I'm pretty sure that isn't allowed.
the entire point of open meetings is so that issues can be discussed and transparent.
I know meetings can be held on the phone,, but only if all board members can hear and be heard ..and owners must be given access to call in and listen..
I think what you are describing is very very very bad practice.. Our previous board did this,and ended up pilfering away over half a million dollars.. they wouldn't tell the owners what was going on.. they basically were avoiding the open meetings act..
But you are talking about basically having a meeting through email. I'm pretty sure that isn't allowed.
the entire point of open meetings is so that issues can be discussed and transparent.
I know meetings can be held on the phone,, but only if all board members can hear and be heard ..and owners must be given access to call in and listen..
I think what you are describing is very very very bad practice.. Our previous board did this,and ended up pilfering away over half a million dollars.. they wouldn't tell the owners what was going on.. they basically were avoiding the open meetings act..
LaskaS (Texas)
Posts: 1,025
Posts: 1,025
Posted:
so what i'm saying is,,
when you say approve of a project,, I guess they could take a vote,, to approve and fund it,, but they shouldn't introduce the project,, and then try and discuss it over emails where not everyone is involved.. etc.. that is against the open meetings act..
when you say approve of a project,, I guess they could take a vote,, to approve and fund it,, but they shouldn't introduce the project,, and then try and discuss it over emails where not everyone is involved.. etc.. that is against the open meetings act..
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