Approve / Adopt Meeting Notices?

Does anyone know if Board (or Annual) Meeting Notices need to be "approved" before they're distributed (i.e. Action Taken Without A Meeting)? Then once the meeting starts, do they need to be adopted? I can't seem to find any reference to this anywhere in the forum, our ByLaws, or in Roberts Rules. The closest thing I can find in our ByLaws is this statement which isn't very helpful.

"Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board."

Thanks!

Thanks AugustinD,

However, at issue is not whether actions should be put into the Minutes to be approved. It comes down to whether providing notice is considered an action. After having read 13.1-841, specifically sections D & E (which I've copied below) seem to make distinction between. "If the corporation shall give written notice of the proposed corporate action..." Is creating/distributing the notice an "action" in and of itself? For example, in a Meeting of the Members (of all 1000 owners), I seriously doubt that I have to seek approval from 501 owners before sending out the meeting notice, but I could be wrong. Then at the actual meeting, would I need to adopt the meeting notice by majority if only 50 owners attended (when 501 is a majority)?

"D. If corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give written notice of the proposed corporate action, not less than five days before the action is taken, to all persons who are members on the record 27 8/7/2019 date and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.

E. If this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote."

I don't think it's necessary. If there was a quorum at the board of directors meeting when a vote was taken to schedule the meeting on X date, that should be enough. The action will be noted in the board meeting minutes.

The board must still have to ensure notices are sent out in a timely manner - for example, my community holds its annual meeting in February, and our documents state homeowners must be notified 30 days in advance. Our annual meeting is typically held before the regular board meeting (3rd Wednesday of the month), so we count back from that date and add 2-5 days to allow the mail to get to out of town homeowners.

As for regular board meeting dates, you can give homeowners a list of dates at the beginning of the year if they're always on the same day of the month (e.g 3rd Wednesday) and then remind homeowners on your website or newsletter (preferably both).

I'm not getting it--

Amit, could you provide some words to describe the underlying issue? What caused this question to come up?

Amit,

The Board decides the date/time of the next Board meeting.
- Does notice need to be mailed in Virginia? I don't think so.

The Board decides the date/time of the next Annual meeting of members.
- Does notice need to be mailed in Virginia? I think so - many states require, I think.

Minutes should have standard format - pretty much just who is there, the agenda, and motions.

I've never heard of anything like what you are describing.

The problem is that our meetings are being scrutinized more than usual because of litigation. I want to make sure that if we send out a meeting notice where the date was not determined at the previous meeting, does the notice itself need to be approved before being sent out and then adopted at the meeting?

-- AmitD, I think you may be conflating Board Meetings and Membership Meetings. Board Meetings are very different from Membership Meetings, both in content, notice, and how they are conducted.

-- The way you are thinking about this leads to an illogical result: Meeting dates can never be set, because notice can never be given in advance.

-- As long as the meeting dates that are set comport with the Bylaws and state law, I do not consider // setting the dates // of either Board Meetings or Membership Meetings to be "corporate actions."

-- In my experience, the first Board meeting after the annual election is often called an organizational meeting. Dates for Board meetings and the next year's annual meeting are set. Or just set the dates by email. I am not persuaded that the subject of setting the dates of the meetings has to be put on a notice to the members.

-- If your Board wants, task the setting of meeting dates to the manager and be done with it.

-- What is most important is giving proper notice of other substantive topics that will be voted on.

-- I think this thread is going nowhere very fast.

Pfft. Just shoot me. Delete the above. Set the meeting dates using "action without a meeting." Notice is not required for an "action without a meeting." Feel free to put on the agenda for the next meeting that this "action without a meeting" (setting meeting dates) will be read aloud.

Got it! Thanks all it's been very helpful.

In CA, directors can schedule meetings among themselves online. They do not have to vote on the meeting date at a meeting. Don't know about VA, but it seems unreasonable for boards to have to vote on a meeting dates.

Why not set up a regular schedule of regular meetings ASAP? Why delay??? how many a year must you have per your Bylaws if they state this?

Amit,

Please don’t overcomplicate this.

Follow statute and your bylaws.

Boards decide when and where meetings occur - board, annual, membership, special, etc.

Focus on failure points - ie providing sufficient notice in the manners noted in statute and your bylaws - this is usually where Boards screw up.

Thanks to everyone!