Do all Board decisions require an official Board meeting?

And the next move would be for the Members to remove the President and the Secretary. Game Over!

Yes, that's a helpful way to emphasize the distinction.

So, when Director Huggins includes in his email to the Owners that Director Roguish is no longer the Treasurer, and that the Board is now looking for someone to fill the vacancy on the Board these two think they've just created, to what extent have Quimby and Huggins opened themselves to up to liability?

Wouldn't attempting to not only remove an officer by this method but also asserting to the Owners that a Board vacancy has been created, be something a bit more than simple unforced error? At what point could the Board decide to have the Association attorney take action for attempting this? Say, for instance, a new Board majority at the next Annual Meeting decides what went on deserves addressing.

I am going to change your query to: What if anything should Director Roguish do about his allegedly being removed as treasurer? Here are some options for Director Roguish:

-- Inform Directors Quimby and Huggins that the Board was not present at this meeting. The reason the Board was not present is because Roguish received no notice.

-- All of the directors should agree to meet as soon as possible, since whatever dispute is happening is likely not in the best interests of the corporation.

-- If Director Roguish has the authority to call the HOA attorney on his own, then Roguish needs to knock this off now. Why? Because the fact is a board majority is not happy with Roguish's behavior. Legally Roguish is on weak ground on any number of other matters and must not resist, in general, what a majority wants, as long as the majority is complying with the law.

-- As needed, recommend that all the directors meet at the same time with the HOA attorney to iron out some differences. Roguish has to try to be a stand-up, ethical, trying to be fair and trying to follow the law-and-covenants, guy about this.

I do advise keeping in mind that Director Roguish himself may have violated statutes, covenants and bylaws. I did have in mind your other thread. Not to rub it (my opinion from the other thread) in. Just to "keep things real" and present Director Huggins and Director Quimby's possible view of things. Quimby and Huggins may have valid concerns about Director Roguish's behavior as treasurer (or whatever officer position). The HOA attorney can be a good arbiter of such disputes. Hopefully the HOA attorney's interest is in following the covenants and statutes and simultaneously, acting in the corporation's best interests.

Ohio allows board decisions via email or other method of communication (a.k.a. action in lieu of a meeting) as long as the board unanimously agrees. Presumably this is not possible in this case since Mr. Roguish would not agree.

Quote:

"(4)(a) A meeting of the board of directors may be held by any method of communication, including electronic or telephonic communication provided that each member of the board can hear, participate, and respond to every other member of the board.

(b) In lieu of conducting a meeting, the board of directors may take action with the unanimous written consent of the members of the board. Those written consents shall be filed with the minutes of the meetings of the board."

Ohio Revised Code Section 5311.08 | Unit owners association

According to your bylaws, the board can remove the treasurer, so that would require a meeting. Whether or not it would have to be a regular open meeting or could be an alternate form of meeting depends on your state law and governing documents.

In your scenario the president apparently had one too many and misread the bylaws. The president and secretary does not a board make. The only way that would work is if you have a three-person board and the president and secretary are both directors AND the third director had notice of the meeting so he or she could participate. That is assuming an executive session is allowed without any notice.

TerryG4, I should have posted that Directors Quimby, Huggins and Roguish serve on a three-person board. This is consistent with the OP's board's number of directors (at present).

So, Adam, your state--Idaho--doesn't require unanimous consent for action without a meeting?

Looks like they do.

I read "written consent" to mean agreeing with the decision. Perhaps Idaho case law reads "written consent" to mean "I'm acknowledge I'm aware this is happening."

I've dealt with this issue a lot over the past 4 years.
In texas, anything outside of a meeting requires unanimous written consent. which we were told means every board member has to approve.

A previous board was changing significant decisions via text and email. To add insult to injury, they thought all they needed was a majority of the board to consent.

The lack of unanimous written consent is absolutely airtight in texas. That doesn't mean board members know the law. And a lot of board members do what they think is right, rather than follow the law. It's infuriating. Additionally, there is a list of things that can not be voted on outside of a duly called meeting. for condominiums in texas that means 5 days written notice.
The board may not, unless done in an open meeting for which prior notice was given to owners under Subsection (e), consider or vote on:

(1) fines;

(2) damage assessments;

(3) initiation of foreclosure actions;

(4) initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety;

(5) increases in assessments;

(6) levying of special assessments;

(7) appeals from a denial of architectural control approval;

(8) a suspension of a right of a particular owner before the owner has an opportunity to attend a board meeting to present the owner's position, including any defense, on the issue;

(9) lending or borrowing money;

(10) the adoption or amendment of a dedicatory instrument;

(11) the approval of an annual budget or the approval of an amendment of an annual budget that increases the budget by more than 10 percent;

(12) the sale or purchase of real property;

(13) the filling of a vacancy on the board;

(14) the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements;  or

(15) the election of an officer.