Minutes if Board of Directors vote over email

This is a follow-up question to another question I have on this forum (about timing of minutes.)

The new question is : If the Board of Directors conduct business and vote over email on matters about our community, do they need to provide minutes of these decisions?

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backstory: The Board met after are annual meeting that had no quorum and voted on several items including appointing officers.

I have been trying to get my hands on these minutes. First I was told we would get them next year.
Now I am told this:
"There are no official meeting minutes from the Board Member officer appointments as this was done by email and not in a meeting."

ND is correct. It's sometimes called an "action by written consent" and would need to be kept in board records as part of the records containing minutes.

Where do we get these people-the moron who said that emailed records don't count? What's next--if a Board meeting is held away from the property manager's office, minutes don't need to be kept?

For what it's worth, in my state actions without a meeting must be unanimous (in addition to appearing in the next regular board meeting minutes). So if there are any dissenting opinions, discussion must be deferred to an in person meeting.

My state is also not an open meeting state. So it appears that lawmakers were mostly concerned that there would not be adequate discussion via email unless the issue was pretty cut and dried - rather than allowing homeowners to observe the discussions.

It is action without a meeting throughout the country.

It is also called an illegal meeting, but good to know

Do you know the requirements of holding a Action without a Meeting?

You don't "hold" an Action by Written Consent or an Action without a Meeting.

It's something that is written down on paper.

The post right above this one shows excellent language that allows it.

FALSE.

California specifically allows the following:

(B) Electronic transmissions may be used as a method of conducting an emergency meeting if all members of the board, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the meeting of the board. Written consent to conduct an emergency meeting may be transmitted electronically. [New: Civ. Code §4910]

In 12 years, I have never done one.

I know it doesn't mean squat to you, but I actually sat on the CAI-Los Angeles Chapter's Legislative Committee when SB563 eliminated the AWOM. Also on the committee was the individual who owns Davis-Stirling.com. The AWOM, except for emergencies (which is always a given) was eliminated because too many complaints came in of Boards holding secret meeting. The rule with AWOM is that the action taken at such meeting must be included in the minutes of the very next meeting. This was not being done, thus the change.

When a quorum of directors meets on the phone at the same time and place to discuss or take action, it is considered a meeting. If properly done, a separate document containing the action taken and signed by ALL directors is to be included with the minutes of the next meeting.

I'm glad to see that the moderators stepped in and did some cleaning up of this thread.

Regarding California (Richard and I often, and politely, discussed these same points), that it would be correct to say Actions without meetings were being abused and legislative action was taken. The legislation action said no action without meetings were allowed except for emergencies. CA also went farther and defined what an emergency was.

By defining what an emergency was, this reduced said actions to practically zero.

Update:

Question to Board: Can you please provide the meeting minutes from the Oct ##th meeting that followed the annual meeting where Directors positions were appointed?

Answer: Email votes and decisions are not part of the minutes

Then I'd respond:

"Actually, they are and they are supposed to be kept as part of records of meeting minutes.

Please provide all email votes and decisions, as well as all actions without a meeting, actions by written consent and other written board approvals."

OK so they are wrong. What is you next course of action?

As Chris pointed out, respond with asking why they are not complying with the governing documents and State statutes in properly keeping decisions and actions in minutes. Provide your citations. Make the letter polite.

If you get the same or similar response, use this as a rally for others to step up to the plate and vote the bums out specifying (expecting you have written proof) that the board acknowledges that they do not comply with statutes over the simple keeping of minutes.

Usually written board approvals have to be unanimous. If a board vote by email or signed consent is not unanimous, it’s not valid approval. So if the board claims that something was voted on by email but the “approval” was not unanimous...there was no approval.