Is a unanimous vote required for Email vote?

My community is in S.C. We have some minor drainage work that needs to be done. Recently, the President sent out a Email vote and one of the 7 members voted no. Our management company stated that since the vote was not unanimous we would need to meet in executive session to vote again. She cited the following S.C code below. The way that I read this is as long as everyone votes "action is taken" and does not need to be unanimous. Any thoughts? We were trying to expedite this work because water is entering homes and we wanted the work done before anymore damage is done.

SECTION 33-31-821. Action without meeting.

(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. 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) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

And where does it say the vote must be unanimous?

Shelia

Just so we are on the same page. If the entire BOD votes must it be unanimous, as in all voting the same way, be it yes or no? Or is it that all must vote regardless of how they vote?

I read it to say all must vote. If so, then the vote count wins. Like a 7 member BOD Email voting 4 to 3.

You can do it both ways, the consent could be unanimous and the vote can be majority to move forward with the action. But most HOA's don't do it that way, they simply take a vote and if someone votes "no" then that's not a consent, the action cannot be undertaken.

I would advise the HOA get a legal opinion on it from the HOA attorney, but since the management company has already stated the vote must be unanimous, it would be near impossible to find an attorney that would go in the opposite direction. This would bring liability to the HOA who decided to go in the opposite direction of a professionally licensed community manager.

Just be safe and convince them to be unanimous in action without a meeting. Or make sure the minutes state that you all tried to take a vote and this one director voted "no" for an ongoing emergency. That will make them think twice on the next emergency.

That's correct but our management and HOA attorney didn't go the two step process, they decided it needed to be unanimous and no mention of any "consent" step.

I'm a board member like pretty much everyone else on this forum. About 13 years on and off.

I admit my HOA has had a few Email votes and we never went the unanimous step and I doubt we will....LOL

In the statute cited:

(b) Action taken under this section is effective when the last director signs the consent

Consent is the agreeing to do abc.

I'm in texas. I'm Very familiar with this issue. A vote taken outside of a duly called meeting is only valid by unanimous written consent..
.. unanimous means everyone.. consent means agreeing, or affirming.. so every board members must vote yes if any official actions are voted on outside of a meeting.

NPS, that's a great idea for emergency measures!