Email Vote for Board Decisions

In Virginia, our board has been voting by email for many years. This is necessary for emergency repairs, obviously, or even any repair or decision that isn't going to be timely before the once-a-month meeting. The vote had to be unanimous when done by email (all 7 people vote yes) for the email motion to carry. There is no history of expensive matters (more than $1.5K) being voted via email.

Either our lawyer said it was not allowed anymore, or someone interpreted his comments incorrectly (which has happened before). Supposedly, in VA, there is going to be a new section added to the POA to expressly state email voting for board decisions is not allowed. I cannot find any reference to this being a pending change/addition to the POA. I would assume (hope) there would be some allowance for emergencies.

Can any of you help research this for me? BTW, I know special meetings can be called for voting, but we already have too many special meetings and they are not timely given the 3-day notice to residents (who do not attend) and a waste of time for minor subjects.

Impact:

Not being able to vote by email affects grounds maintenance, especially for fences that have fallen near a steep ravine and need repaired, trees that started leaning over a walkway, and also for people asking to use facilities for fund raising or pie giveaways, etc. Basically, time sensitive or arguable dangerous situations that we were always able to get done between board meetings in past years. Even if the expenditure is $50 one or two board members insist on waiting for the meeting. Note: because of tension between board members, not everyone agrees on what constitutes an emergency.

I found this:


March 12, 2021

One year after being thrust into a crash course on electronic meeting platforms due to the COVID-19 pandemic, virtual meetings and electronic voting options are here to stay for associations in Virginia. Full text at https://reesbroome.com/node/331

And here is Virginia's Electronic Voting and Virtual Meeting Statutes from CAI: https://www.caionline.org/advocacy/advocacy-priorities-overview/electronic-voting-and-virtual-meetings/virginia-s-electronic-voting-and-virtual-meeting-statutes/

CAI's information should be up-to-date.

Disallowing email voting would seem to be going backwards. The biggest problem I've found with it is that it's easy to forget to document the vote in the minutes. One way to avoid that is to add a section to your minutes template titled "Email Decisions Made Since Last Board Meeting" or something like that.

The only other place I suggest looking is proposed or pending bills in your state legislature. Are lawmakers looking at updating the statutes governing community association for some reasons?

If this doesn't turn up anything, I suggest asking the person who told you this to provide a link or other supporting info.

I don't know if any states forbid HOAs "taking action without a meeting,” which is the usual name of this board action. Do you, Dean?

States vary on requirements to make them legal. In CA, for instance, just a majority of the board must consent to the action. As in Ohio, the decision must be recorded in the next meeting minutes.

AND, importantly, they must only be for “emergencies" in CA, which the Davis-Stirling.com site for CA HOAs defines as “circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the board, and which of necessity make it impracticable to provide notice" to the membership. (Civ. Code § 4923; Civ. Code § 4930(d)(1).)

Limiting such action was, according to a previous knowledgeable CA poster, due to abuse by HOA CA boards. We are (happily) an open meeting state. But in the past, Boards were making decisions, i.e., taking action without a meeting for many “reasons.” Yet the point of an open meeting is for owners to see and hear the decisions-making processes.

I believe VA is an open meeting state too. But is it that there is no property manager to whom the Board has delegated many of these small ($50!?) decisions?
My HOA is really complex (high rise condos) and we have full-time PM who takes action for the tree limb, flooding, etc. decisions. In 15 years, I think the Board has only taken action without a meeting 4 times.

So I’m curious why there’d need to be so many of these with a board of 7. Do you have no PM? Or aren’t certain possible decisions delegated to certain board members?? What size is your HOA? Are you on the Board?

And what is the sour of tension among Board members?? Policy disagreements? oemethubg else?

I can agree with you, Terri, but not for true emergencies. Our Board had one emergency meeting that had to be in person due to a director in a remote part of the world. Even to get 4 of our 7, I attended really sick with the flu, was noted as present, & left.

It took 2 days to even get us together and so meeting time/place was eblasted to owners several hours in advance.

If the board voted in open meeting to approve or deny a bid in a open meeting, there was your vote right there.
There has been many times we voted in open meeting to approve a bid by email. it helps by not delaying important repairs
and upkeep. Boards just don't suspend things and bring them back up at a meeting. Boards meet either monthly, quarterly or once
a year. How do you expect business and repairs to be handled in a timely manner.

Well, attorneys don't know everything and sometimes there's a communication breakdown in what was asked, who asked the question and how he or she interpreted the response. There's also the matter of people hearing only what they want to hear and if an attorney says otherwise, they get upset and conclude the attorney doesn't know what he or she is talking about.

State law and HOA documents don't address everything that might come up in HOA land, which is why 8f you don't see anything definite, you have to resort to common sense- another area where people may be lack8ng are lacking.

In this case, your attorney might be erring on the side of caution because there have been rouge HOA boards who don't hold open meetings (although the documents state otherwise) and decide everything via conference call or email. This may mean homeowners won't know what's been decided until well after the fact and don't know if that email text or conference call was really necessary or the board didn't want anyone else listening in and asking pesky questions like "did you get at least three estimates before settling on this company?"

It's not so much about the attorney not understanding real world association issues - you asked for a legal opinion and that's what you got. If you're on the board, you and your colleagues can decide what to do next. You say you use this to discuss and make decisions on emergencies- nothing wrong with that, but it might help if you:

(1) determine what constitutes an emergency
(2) who will notify all the board members
(3) if the board needs a designated email address to send and receive messages (if you use personal email addresses and the association is ever sued, you may be compelled to cough up ALL your email correspondence whether it's association related or not so both sides can review everything and pull them out. That could get awkward depending on the content)
(4) how many people must participate in the conversation (should be a quorum as stated in your documents)

And so on. Thus way people will understand why a situation couldn't wait until the next regular meeting and you have consistency in how emergencies are handled. If state law changes to address email decisions bu HOA boards, you and your attorney can review it against the policy and amend it as necessary.

If you need ideas on what a policy might entail(the foregoing was one person's opinion), there are old conversations on this website where you can get some ideas. You should also pay attention to tge ones that describe what happened when there wasn't a policy and/or a board member or all of them used this to get around the homeowner objections.

From there,, consider what you've been doing-you may already be doing this, so all thats left would be to establish a formal policy via board resolution. Take a vote during an open board meeting, attach it to the minutes and inform the homeowners.

So far s I can see, your Board has received no "legal opinion, just gossip or rumor. Do not believe anything from the HOA attorney unless it's in writing. Since so many states do permit action without a meeting, I cannot imagine VA would eliminate that option. IF your HOA an attorney cannot cite a source about taking action without a meeting , I'd fire them.

By the way, assuming your HIOA is a corporation, check VA non-profit corporation codes, which will have a lot about Board meetings in it. It will tell you if a quorum is required, if it can only be for an emergency. I do think the definition of emergency in my above from a CA HOA attorney is pretty good.

And, BH5, you're saying the Board has to vote to give permission fora party or event??? In a ch clubhouse or what?? We have a form the resident fill outs, charge a deposit, etc. Are you saying the Board has to approved this?

It sounds like your board needs to make a lot of policies so that your don't have to meet or take action w/o a meeting for every little thing.

What size is your HOA? Doe you have a Portray Manger?/

none of the above are emergencies. with google workspace online video meetings are super fast and easy to set up.

Please see my citation above, Dean, about CA & taking action w/o a meeting. I think I've seen a similar statutes about TX. Please see my personal example.

Having served on an HOA Board for 14 years in CA, I can tell you that the required notices with agenda items on them x days in advance and other requirements are not difficult at all. I'll agree it's harder if no PM, but that would be an assignment for sec'y, I'd think.

You're in a secret-meeting state, so of course, electronic meetings may be hidden from owners.

I don't understand why you keep bad-mouthing open meeting statets and praising the alleged virtues of secret-meeting states. What's the point??? We each ablde by our state laws and governing docs.

It seems as though there has been some sort of misunderstanding here.
Unless something in your governing docs expressly prohibit electronic voting, your board can continue voting through email: https://law.lis.virginia.gov/vacodepopularnames/property-owners-association-act/

It would be very odd to reverse this option since, as you mentioned, it's so much more effective.

It's called comic relief. He explained calling it an executive meeting was because the notice period is shorter!

Thank you! I didn't think of the minutes. Probably because no minutes have been produced for the last 3 board meetings. But I will do so.