BOD Emerengcy Voting

Started by BillG6 • 4 replies • 1057 views

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BillG6 (Florida)
Posts: 41

Posted:

I am looking to see if any verbiage exist regarding a BOD Emerengcy Vote via telephone. The information currently in our documents state - "In case of a time situation, the Board approval or disapproval can be obtained by the majority vote by phone per Florida Statue Law 617. This rule does not apply in the case of Federal, State or Local emergency." If this still applicable or does 720 state something different?? As fyi...our Association currently goes by Statue 720. Thank you!

DonnaS (Tennessee)
Posts: 5,671

Posted:

Bill,

All Not For Profits Corporations in Florida are filed under State Statutes 617. These are in your Articles of Inc section or your documents. They take precedence over your Covenants, Bylaws and rules and regs.

You quoted us "In case of of a time situation,etc" from your docs, which allows you to call an emergency meeting. Are you sure that this meeting is an emergency? Open meetings are required per S.S.720 but an emergency is the only exception to that law. Make sure that your Board knows that this is indeed an emergency.

I copied the part from 617 under "Emergency Meetings"

617.0207 Emergency bylaws.--

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including:

(a) Procedures for calling a meeting of the board of directors;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession if during such emergency any or all officers or agents of the corporation are for any reason rendered incapable of discharging their duties.

(3) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(4) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) Binds the corporation; and

(b) May not be used to impose liability on a corporate director, officer, employee, or agent.

(5) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

SusanW1 (Michigan)
Posts: 5,202

Posted:

617 talks about Emergency BYLAWS.

I think he wants to know about a board decision - whether a vote can be held over the phone for an emergency.

Check your documents, but generally, a phone vote can be held and then ratified at the next meeting. BUT this should be done very rarely and with good reason. EMERGENCY is the key word.

SOME bylaws permit that ANY vote can be held over the phone, as long as it is ratified at the next regular meeting.

BillG6 (Florida)
Posts: 41

Posted:

To Donna - Thank you! You are a wealth of knowledge and I would like to touch base directly w/ you via email.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Bill,

e-mail me at [email protected]

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