Action without Meeting

Started by MarkB28 • 6 replies • 297 views

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MarkB28 (New York)
Posts: 40

Posted:

I am a Board Member and the rest of the Board is attempting to pass a resolution via email vote and I am asking that the Board meets to discuss the resolution, in person, at a Board Meeting sit-down. Our bylaws do state that ALL members of the Board must to consent to vote by email. I am not consenting to vote for this resolution. I am being rebutted by other Board members because I have voted previously by email on other resolutions, but I counter that each separate resolution that is by email vote must be consented to.

Let me know if each resolution must be consented to or if the fact that I voted on previous resolutions that means all future resolutions are consented to.

MarkM19 (Texas)
Posts: 1,459

Posted:

Mark,
In my opinion the fact that you have voted on other issues by email does not play on this issue. Many boards do minor approvals by email. In some States this is not legal. If this is a major issue, I am with you that unless it is an emergency it should be placed on the next agenda and debated during a general session.

If this is an "Action Without Meeting" it means that it is classified as an emergency. All AWMs require 100% in favor for it to be done. The fact that you are objecting should make it a dead issue.

KerryL1 (California)
Posts: 14,550

Posted:

Something's not clear to me MarkB: In NY and in your bylaws, must each director consent to taking AWMs in the first place? Or is the case that every director must approve the action without a meeting. I've heard of the latter in different states, but not the former.

In every case we've heard here, the vote must be unanimous or it fails. If that's how it is in NY, then you certainly do not need to give in to the demands of other board members. And your request to place it on a board meeting agenda should be respected. Every item brought to you for AWM must be considered separately.

In some states, perhaps all, the AWM must be recorded in the minutes of the next regular board meeting. In some states, AWM may ONLY occur in cases of emergencies, e.g., in CA and, it appears, TX. But I think there are others.

Since NY is a "closed meeting" state, it's possible such action is more acceptable than in open meeting states.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Ohio has been a closed meeting state until recently, and the state law was what gave board members the right to action without a meeting. The law didn't specify whether or not these had to be emergencies, only that the individual board votes had to be unanimous and had to be documented in the next board meeting minutes. Our state is now "open unless the bylaws say otherwise" but the language on email or other electronic meetings has not changed - if anything the latest revisions to the law make electronic methods of meeting and voting *more* available to boards.

FWIW.

I do agree about the value of in-person discussions for more complicated issues. On the other hand, if the issue is less than straightforward and the board vote may be divided, action without a meeting would be off the table in any case.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By MarkM19 on 06/04/2023 6:00 PM
Mark, In my opinion the fact that you have voted on other issues by email does not play on this issue. Many boards do minor approvals by email. In some States this is not legal. If this is a major issue, I am with you that unless it is an emergency it should be placed on the next agenda and debated during a general session.

If this is an "Action Without Meeting" it means that it is classified as an emergency. All AWMs require 100% in favor for it to be done. The fact that you are objecting should make it a dead issue.

Perfect. I agree.

KerryL1 (California)
Posts: 14,550

Posted:

I really do like it that in CA AWM can only be done in emergencies. But the question is: what about New York? Or, MarkB's Bylaws?

DeanJ
Posts: 1,786

Posted:

Visit an attorney and have the attorney send a letter with your objection. The cost should be minimal,

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