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Legal said that the board can vote by e-mail without holding a meeting. Help needed with written electric board voting policy.

Started by BruceD1 • 41 replies • 9915 views

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BruceD1 (Georgia)
Posts: 59
Posted:
I serve as the President of our board and I asked this question to our legal counsel; Can the Board vote by e-mail without holding a meeting?

His reply; The Board can vote by e-mail without holding a meeting so long as a majority of the Board clearly states in writing (sent by e-mail, fax, mail, etc.) that the Board agrees to vote by e-mail for a particular matter. E-mails should: (1) clearly identify the party sending the e-mail; (2) describe the action being taken; and (3) be filed with the minutes of the Board. See Section B(6) of Article III of the Bylaws.

With that, I would like to create a written electric board voting policy for the board. Any suggestions? Does anyone have one that I can use?

Thanks, Bruce
KirkW1 (Texas)
Posts: 1,665
Posted:
I don't, but I would recommend that you set a policy that if any single member requests debate the item be held until the next meeting.

Evidently you are not held to the same open meeting laws as your government. We in Texas aren't either. And honestly my Board does take care of items via email. If we decide in a meeting to start an action and then later a decision that further refines that action comes up we often decide via email. It helps shorten our meetings. But if anyone says that they want to discuss the matter we hold it for the next meeting. (Last year I was the most likely one to say such.)
SusanW1 (Michigan)
Posts: 5,202
Posted:
Yes, you CAN vote by email, but it should be for emergency only.

This is a bad habit to get into. The live meeting is the best for debate and of course you may have your requirements to hold meetings that are open to members.

A coded password for each member should accompany the vote.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Bruce,

The AZ HOA Open Meeting Law would prevent the board from taking any action or voting by email. Apparently your state doen't have such a law. However, even in states with no OML, IMO, boards should strive to always be open with the members. Voting outside of board meetings is certainly not a way to be open. Of course this wouldn't apply to emergency situations as long as the board doesn't regard every action an emergency.
JohnK3 (Pennsylvania)
Posts: 967
Posted:
Bruce,

Our BOD conducts most business via email or phone when possible. We're self-managed. As S/T, I have the most to do so appreciate the time-saving/scheduling benefits of this MO. And so far, it's served us well. Our Membership is likewise happy with the results of our efforts to the point that virtually none show up at annual meetings, much less at those of the Board. So-called "transparency" is not an issue as we inform them of all of our decisions in detail via regular Updates. We have no secret codes. We tend to avoid formalities in governance unless specifically required by our docs.

But that's just us. All HOAs are different and require unique modes/procedures in order to keep things moving in acceptable ways.
JeanneK3 (Maryland)
Posts: 562
Posted:
Very bad idea to do everything by e-mail. You leave yourself open to homeowners wondering why and assuming you are up to no good. If your state has not yet mandated open meetings, it will. You only earn community trust by the openness and transparency of board decisions. You'd be wise to continue with open board meetings.
Jeanne
BruceD1 (Georgia)
Posts: 59
Posted:
Below is a draft of a board of directors email voting policy, please take a look and give me your feed back, and thanks for your time.

______ Board of Directors Email Voting Policy

Email voting may be used by the Board of Directors of the _____ when an important issue must be discussed and decided upon prior to the next scheduled meeting of the board. This policy documents how such email voting may take place. Nothing in this policy affects the ability of the board to make decisions by calling a special meeting, by conference call, or by regular postal mail.

1. Email voting should be used only for matters of great importance to the association, which must be decided before the next scheduled meeting. All other issues should be addressed at the next regularly scheduled meeting of the board.

2. Email voting will not be used to revise the bylaws, to change assessments, or to establish or revise the yearly budget. It will not be used to authorize expenditures of more than $500 unless such expenditures have already been included in the yearly budget.

3. All email discussion and voting will be accomplished by emailing all directors. Emails to or from individuals will not be used. All discussion of the issue will be via the email list in order to give equal weight and distribution to all comments.

6. The motion must be seconded by a board member before any discussion will take place. If no second is made, the motion will be considered to be deferred until the next regularly scheduled board meeting.

7. Discussion of the issue should relate directly to the motion. Only text which is being specifically addressed should be included in the reply. Other text should be deleted from replies. The Secretary should keep full text of all emails until passage, denial, deferment, or lack of action on an email motion.

8. The originator of the motion may defer the motion to the next regularly scheduled board meeting at any time if the discussion indicates that the board needs more information than can be provided by email, that the issue is highly controversial, or that the issue would benefit from face-to-face discussion.

9. The originator of the motion may call for a vote on the motion after there have been no comments or additional comments for a period of four days, but not less than seven days from the date and time of the original motion.

10. Board members must vote within four days of the call for vote by the originator of the motion. The quorum for action by the board via email will be the entire board membership, and the votes needed for passage will be a simple majority of this quorum. Any member of the board who does not respond or who is not available to email for a period of time will be considered a no vote.

11. Passage, denial, deferment, or lack of action on an email motion will not in any way affect the power of the board to address the same issue at future board meetings.

12. The status of all email motions (passage, denial, deferment or lack of action) will be recorded in the “Decisions in the Interim” section of the board minutes at the next regularly scheduled meeting of the board.

JohnO6 (Georgia)
Posts: 424
Posted:
BruceD - I quickly reviewed your proposed policy and it looks quite good to me. However, I would offer up a couple of suggestions to consider:

1). Even though your attorney has affirmed the general legality of e-mail voting, make sure (s)he has a working knowledge of your HOA's governing documents. I have seen some that specifically address whether or not a BOD can make decisions without a physical meeting.

2). E-mail discussion and voting is actually somewhat logistically cumbersome. If your HOA has a website, I would suggest alternative methods (providing your website has these capabilities - ours does)such as:

a). Use a "board only" portion of your website's discussion boards to fully vet the issue at hand. Operating much like HOATalk, everyone gets to see what everyone else thinks in a time sequenced fashion rather than slogging through a ton of "reply all" e-mails - some of which may "cross in the mail" and add to confusion.

b). Use a "board only" survey (polling) tool on your website. Ours allows a specific question along with a more indepth description of the issue that the question addresses. An added advantage of this method is that a permanent record (beyond the current term's secretary's email account) of the issue, motion and votes will reside on the website for future reference if necessary.

Hope this helps your initiative!
GeraldT4
Posts: 1,022
Posted:
Bruce,

Isn't the purpose of your concept for email voting to be on matters of great importance?

I find this at odds with your number 9. "The originator of the motion may call for a vote on the motion after there have been no comments or additional comments for a period of four days, but not less than seven days from the date and time of the original motion."

Since when can a matter of great importance wait four days. What am I missing here?
DonN (Michigan)
Posts: 357
Posted:
Voting by email is a board action without a meeting. I would be very surprised if the laws in your state on the organizational form for your owners association doesn't have specific requirements concerning actions without a meeting.

Action without a meeting should be used only when the matter is urgent and a meeting can't be called even by telephone conference. Of course, any telephone conference meeting should be properly noticed and the central point for the telephone conference has a speaker phone so that others may hear the board's consideration.

Below is an Excerpt from Michigan Nonprofit Corporation Act
450.2525 Taking action without meeting; consent.
Sec. 525. Unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the board or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.
History: 1982, Act 162, Eff. Jan. 1, 1983;3/4Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008.

A clear meaning is that action without a meeting requires unanimous approval.

The reason for unanimous approval is the lack of debate. In debate, board members should listen to one another, review the facts and other information provided, and then decide how to vote.

The George Nonprofit Corporation Act has a similar provision.
§ 14-3-821. Action taken without meeting
(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken in accordance with subsection (b) of this Code section.
(b) Action taken without a meeting shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes for filing with the corporate records reflecting the action taken. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
(c) Action taken under this Code section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(d) A consent signed and delivered by a director under this Code section has the effect of a meeting vote and may be described as such in any document.
HISTORY: Code 1981, § 14-3-821, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 40.
This appears to require unanimous consent unless otherwise specified in the articles or bylaws.

Even if the law of your state doesn't have specific requirements for action without a meeting, the fiduciary duty should result in what is described above. The standard for fiduciary duty is what a prudent person would do in like circumstances.

BruceD1, please verify the Georgia law and check your articles and bylaws. Perhaps your owners association is chartered under a different Georgia statute. Any provisions concerning action without a meeting should be in the section on board of directors. If you find that Georgia law has specific requirements, you may want to re-read the instructions to the attorney and the legal opinion. If you are not fully satisfied, read my article, Should a Legal Opinion be Believed?.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
As always Don's posts demand attention. I think e-mail voting has to be addressed in the documents and I doubt it will fly. Why do we think telephone meetings before the days of electronic meetings were not accepted? We now allow telephone conferencing and soon we will probably allow or require videoconferencing. All must have procedural directions and be part of the Covenants.

The question has to be brought up is do you allow voting by e-mail and your state has open meeting laws, can you still do that. Also by requiring voting by e-mail does that mean you have to require all members to have a computer? Now the association picks up charges for teleconferencing, are they then going to have to provide every owner with a computer so they can be a member of the Board? Will they pay their monthly service provider? No doubt e-mail is a wonderful communication device and I suppose there are some associations out there that have strong enough organization to handle it and it is also true that many of the organizations dint have the infrastructure in the association to manage e-mail records.

I would in general advice associations to be sure they can crawl before they start circumventing the documents and start running.
Maybe some can swing it, all should be sure it is legal, all should make provisions in the documents and all should vet anything they change in the documents if the legality is not clear and proven with case law for your state. And all should heed Don's post.
BruceD1 (Georgia)
Posts: 59
Posted:
I want to thank everyone for your direction. I visit daily and learn as much as possible and often refer back to old post when a similar situation arises.

Generally when the board has to vote on a matter between meetings it is because it is time sensitive.

I agree email discussion and voting is very cumbersome and I like the idea of utilizing our “board only” section of our website for discussion and voting. So, we will look into that. Plus I guess it would be a good source of historical reference for future directors.

John06, do you have a written policy for the electronic voting via your website? If so, can I have access to it? It may be a good starting point from which we will work from.
JohnO6 (Georgia)
Posts: 424
Posted:
DonN -

As a f/u to my previous post in this thread (and being in GA), yes the GA statutes do address this and yes our by-laws permit both actions without a meeting as well as meetings not in person both of which comply with such laws.
My original advice, which you support quite nicely, stands in that the OP should check his governing documents for such provisions.

BruceD -

Our bad .. .. we do not have such a policy written, we have merely followed the provisions of our govening documents and haven't found a separate policy to really be needed. Certainly there's no harm in being more specific by writing such a policy as you are doing, but we just haven't found a compelling reason to do so.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Bruce and John,
You both seem to have a great knowledge of Web sites and how they function and, compared to ours, you have expanded your web site well beyond just and general information format.

On past threads about this subject I have always encouraged associations to set up web sites to exchange information between owners and the Board. I know some of the resistance to even have a web site was that all owners don't have the capability. I felt that not to be a problem as the web site was just another means of communication and you have the election to use it or not. We did decide to send paper copies of minutes of meetings or any special message from the Board to those not having e-mail.

Don's post warns of going to far with this electronic media to do all things for all people and cautions to be sure you are not exposing the association to legal challenge. It would seem typical that the electronic of managing an association would be out in front of the legislative procedures that are directed by most documents. I really doubt the nuts and bolts will ever catch up to the tremendous capacity of the electronic (sic) advancements. This of course will at some point result in associations having to provide the expertise to manage the nuts and bolts of the complications of electronic communications and if the Board has to assume the responsibility that will mean the added burden on Board members to have some specific, above average knowledge of computers and their capabilities. I am sure somewhere down the line this will all be absorbed and come together. But right now, the legality of all this maneuvering needs to be considered and established.
Our umbrella POA on the island with a ball park figure of 2400 units has expanded the Management of the Island and is rightly relying on electronic means to do a lot of things that just were not done 10 years ago or even five years. I also note that they have a part time person that handles all the electronic additions.
MichaelK11 (Texas)
Posts: 432
Posted:
Bruce and John,

I am very interested in setting up an open forum (or a forum open only to all members of our HOA), perhaps similar to this one.

Have you guys done something similar? Can you share technical details? Did your HOA hire a management or service company to construct your web site? Did they do a good job, and do they have the expertise to set up such a forum?

Can anyone recommend such a technical service provider or share experiences with one?

Please send any comments about specific vendors (and technical information that may not be of interest to this forum) (and anything else that you may not want to post publicly) to me at [email protected].
SusanW1 (Michigan)
Posts: 5,202
Posted:
Mike - Why would you expect the HOA to fund a "chat" group to discuss HOA business?

It's not in the mission of an HOA.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
MichelleK,
I can't send your e-mail address a message.

Is it correct?
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Sorry,
Should be Michael
BruceD1 (Georgia)
Posts: 59
Posted:
Our HOA website can be found here; MyTrilogyPark.com on the bottom of the home page you can the website service we use. We have many public pages that you can visit and even more private. They have a fantastic customer service group. I believe they charge by the number of homes, we pay $600 for 315 homes.
MichaelK11 (Texas)
Posts: 432
Posted:
First, your statement of an HOA non-mission looks overly restrictive to me, and is offered in an overly broad manner. HOA's can do pretty much anything that could be viewed as enhancing the community (preferably with broad support from the active Membership). From posts in this forum, it looks like many HOA's have very different ideas about their respective missions.

HOA's are by their nature communities. Vehicles for discussion can enhance communities. HOA's have web sites to enhance their communities, both for external and for internal purposes. Discussion forums are an excellent feature for web sites frequented by people with relevant issues to discuss.

Our BoD announced at last meeting the intention to set up chat groups. If they don't (and even if they do), I and some neighbors may set up a separate web site to discuss the lawsuit freely and openly. They are looking into something like Yahoo Groups, but would prefer something that does not require frequent email messages. They would also prefer to keep it private to Members.

So, I hope my question will encourage knowledgeable members of this forum to provide me with information that may be useful to our BoD in their efforts, and which may also be useful to me if I choose to undertake additional and separate efforts. I may do that if they decide to prohibit lawsuit discussions (they have made no indication one way or the other) or if I don't want to wait for them.
DonN (Michigan)
Posts: 357
Posted:
BruceD1

While the articles or bylaws for your association may permit action without a meeting without unanimous approval, I recommend against using the exception. Likely, the articles or bylaws were written by the developer's attorney meaning that your association members did not debate the merits of granting the exception. The stricter requirements (unanimous approval) in the Georgia law are much better for the reasons stated. The many comments in this thread support the stricter requirements as good governance.

Debate and consideration are important. Meeting notices with published agendas allow members to provide their ideas. Action without a meeting should only be used in an emergency. Good agenda planning can anticipate most situations and prevent the emergencies.

Your procedure for the emergencies should be as simple as possible, but no simpler. It should stress that its use should be almost never. Voting by email is a slippery slope as indicated by the many constructive comments in this thread.
MichaelK11 (Texas)
Posts: 432
Posted:
Robert, [email protected] is correct.

Thanks for the pointer, Bruce.
TracieS (Colorado)
Posts: 460
Posted:
One question I would like to see answered...perhaps Don would be so kind (if you know...), and of course with the usual caveats that state/county/muni/docs may vary...

One HUGE problem I see with conducting business over ANY electronic format (website, chatroom, email, and whatever the next great invention will be...) is that isn't this ALL discoverable should the association face legal challenges? I see meeting in person to be a HUGE advantage, especially when the minutes are vague, probably for this exact reason. Even if you try and delete messages, they're all still there on the hard drive.

Also, if you have a website, couldn't the opposing counsel subpeona all records related to the website?

Maybe I'm overly Anti-Big-Brother, but I see this as a BIG issue. Thoughts?
LarryK1 (Washington)
Posts: 32
Posted:
TracieS,

You bring up a good point that I wanted to bring up. Just because it is legal to vote by email, it doesn't mean it is a good idea.

The main disadvantage as you point out is that you now have a written record of the discussion and the vote beyond what is normally put in the minutes. These emails are not only likely discoverable in the event of a lawsuit, but depending on applicable state laws may be required to be made available as association records -- especially if someone other than the Board, such as the PM, is receiving the emails. See, for instance, this legal blog posting for Florida: http://www.floridacondohoalawblog.com/2009/07/articles/board-operations/are-emails-instant-messages-im-twitter-transcripts-official-records-of-the-association-round-2/

I would say the same logic applies with a website or other electronic communications.

Also, in my perspective as one of the non-Board members here, I get suspicious of actions the Board takes by email and often am the one considering putting in record requests for these emails.

If the matter is time-sensitive and not controversial, then there might not be any things said that you care if it is publicly disclosed. However, if some item requires a lot of questions or discussions, you would be best to have a meeting, physical or virtual (teleconference, videoconference, web conference, etc.).

JohnO6 (Georgia)
Posts: 424
Posted:
Wow! - Lots to respond to here (not argumentative at all, just offering additional thoughts and perspective).

As a way of background, here is a copy of a post I made last month regarding HOA website and different "levels" of functioning:

"I'm a huge proponent of HOA websites, but I recognize that's largely because I'm somewhat "geeky" and a big fan of web technology in general. Having said that, I'm also a realist and recognize that not everyone shares my enthusiasm or interests.

As such, I think you can generally categorize HOA websites into several "levels" (and I think these occur in somewhat of a quantum fashion - i.e. you make sort of a leap from one level to the next .. .. and the next, if you're going to do it) of functionality.

The greater the level of functionality and capability of your website:
- usually it costs more,
- it undoubtedly take more time and effort to maintain,
- a smaller the percentage of HOA members will use the incrementally greater capabilities.

However at any given level, use of the web technology will likely be less expensive than it's paper equivalent - particularly if postage & mailings are involved. Granted some functions may require paper and mailings, but wherever a web or email substitute can occur, it generally saves the HOA money.

In my mind the fundamental questions you have to wrestle with are two:

1). What is the intensity (e.g. frequency and amount) of communication between the HOA and it's members?
2). What, if any, of the managerial functions of an HOA do you want to accomplish with web technology?

So here's my perception of the "levels" of the HOA website landscape, what I perceive to be advantages/disadvantages of web technology within those levels, and perhaps even a sprinkling of our experience with our website & it's technology (I'm the webmaster for our site).

1). Level One: Communication from the HOA to it's Members -
In it's simplist form this level of functionality doesn't even require a website. As others have posted here, a simple blog, or even an email distribution list can work instead. However, if you want a repository of both current and permanent information, a website is superior - AND, if adequately maintained, it is always current. Some examples at this level include:
- Community Calendar
- Document Repository
- News Articles or a periodic Newsletter
- Membership directory
- Lists of Clubs and/or Committees and their members
- Photos from community events
We used to print and hand distribute a monthly newsletter (103 homes). Now we use our website for periodic news articles (probably 1-2 a week on average), yet we still compile both the news articles as well as meeting minutes, etc into a monthly newsletter. But rather than printing and distributing the newsletter (except for 4 homeowners who do not have internet access and have requested printed copies), we both post the document to our website and we email it to all owners as well. In general terms, we can maintain our website for 2-3 months for the same cost as printing (not mailing) a single monthly newsletter. On the flip side, we still print and distribute a community directory once a year - most folks like a paper based directory for member phones and addresses. But as with all paper based items, it starts to go out-of-date the moment it's printed.

2). Level Two: Communication from the HOA Members to the HOA and Amongst themselves -
While it may be possible to accomplish this level without a website, it's pretty challenging to do so. I believe a website with the following capabilities (in addition to those in Level One) best serves this level:
- Discussion Boards
- Surveys that members can respond to
- A variety of "forms" that members can complete and submit to the HOA (ARC applications, requests for Board of Directors Meeting Agenda Items, CCR Violation Reports, Common Area Maintenance Requests, etc, etc, etc)
- Classified Advertising
- Recipe Exchange

3). Level Three: HOA Managerial Functions -
The "forms" functionality mentioned in Level Two above actually starts this level of capability, but even greater functionality is possible. This is particularly useful for self-managed HOAs, but can certainly be integrated with HOAs that also use property management firms. Some examples include:
- Complete online accounting and financial management
- Managerial "to-do" or Action Items Lists
- Member Self service features like dues payments, amenity reservations, etc.
- On-line elections (if permitted by CCRs)

So there you have it - my "treastise" on HOA websites. It's pretty simple really, ask these questions:

1). What do I want to accomplish from a functional viewpoint?
2). How much time and effort can I devote to accomplishing these things?
3). Will "technology" make accomplishing these things easier?
4). How much can we afford to spend?
5). What percentage of the members will use whatever level of technology the HOA provides?

The answers will likely guide you to your best decision."

Beyond that, for Michael:

It is possible to set up just a Discussion Board/forum without the rest of the functionality of a more complete website, but websites are no comparatively inexpensive, so I'd favor the latter.

Our website is accessible at: http://tinyurl.com/4sf8ms (encrypted by tinyurl so as not to raise the ire of HOATalk). If you navigate there, we've removed reference/banners to the vendor, but our domain name is a sub-domain of the vendor, so posting here would be inappropriate.

You can see the publicly available portions, and if specific forum readers would like a "members view" for a few days, e-mail me personally at [email protected]

For Don, Tracie and others:

Regarding the potential legal "entrapments" of electronic communication and management, I don't actually see their liabilities as necessarily substantially incremental to the paper at live meetings. Once you're involved in a legal proceeding, EVERYTHING (with the possible exception of communications with your attorney) is discoverable.

Unless handwritten meeting notes are routinely destroyed, they are disoverable.
Draft meeting minutes distributed for approval (even if they are not the final approved document) are discoverable.

AND, it's no less serious to destroy paper documents that are the subject of legal "hold" notices or subpoenas than is the deletion of electronic documents from whatever storage repository they reside in.

I, for one, am not overly impressed nor conerned about incremental legal liability from electronic vs. paper records.

Of course, the spoken word is the safest of all, but the moment those words reach any sort of durable format, your potential liability is increased.

JohnO6 (Georgia)
Posts: 424
Posted:
Michael -

By the way, our website vendor provides our service without any cost/homes basis - it's the same for 10 vs 5000 homes. The different plans are costed by (a) features, and (b) disk space/bandwith.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Not to anyone specifically,

Those of us with long memories will recall this website issue from months past. I am sure the Search feature will turn up a lot of stuff. I seem to recall at that time there was resistance to websites in general by some BOD. Some folks set up their own and it seems to have filtered out to be those particular websites were taken over by the BOD. Speaking generally. Another response and more vocal was the great resistant to those on BOD to any kind of chat or blog that allowed for free for all postings. Seems we may have a more liberal group here now. Again I have not figures to back this up.

But this discussion has been addressed more than a few times if memory serves. But keep in mind this thread like all the last threads are not going to result in huge numbers of associations setting up website and chat boards. The process will be slow and have growing pains and as pointed out, will be greatly influenced by a few individuals and the members will find out about when it suddenly appears.

Personally, I like websites connected to associations. I am a great supporter of free wheeling discussions. I am also a supporter of guidelines and common sense and the only way I support anything in an association is if I can see that it will make the association better. Again, general observations.

As this thread plays out, we will see dividing lines start to build and then we will pick up sides and polarize a lot of people. I don't say this is bad and in the end is probably good as it will push technology on the associations and with it there will have to be a new kind of accountability to resolve. Of course that is: can we as an association manage all this power and influence constructiviely.
MicheleD (Kentucky)
Posts: 4,491
Posted:
Quote:
Posted By JohnO6 on 08/07/2009 11:00 AM

In my mind the fundamental questions you have to wrestle with are two:

1). What is the intensity (e.g. frequency and amount) of communication between the HOA and it's members?
2). What, if any, of the managerial functions of an HOA do you want to accomplish with web technology?


And I continue to sing the same song for the many many many homeowners who STILL do not have web access or do not use it regularly.

In your area, you claim only 4.

In ours, of over 300 homes, we have fewer than 20 who regularly use the web. Even for email.

So, in my mind, that leaves THREE fundamental questions, not two, the third one being:

3) What is the web aptitude/use of your homeowners?

Please keep in mind this is from someone who has been on the internet since the mid 1980s (yes, waaaay before http and www were the rage).

In addition, many documents still specify certain mandated communications to be delivered by USPS.

At any rate, yes, we have a "website." We currently use a free one that is more or less a sort of electronic bulletin board.

We get maybe 30 hits a month (that's besides the board members).

We used to have a shiny bells-&-whistles site (created by yours truly), with all sorts of fun and interactive areas.

But, alas, it was pointless and I could not justify maintaining it any longer pro bono (I had paying customers for whom I built sites that could use my server space).

JohnO6 (Georgia)
Posts: 424
Posted:
Michelle -

Your point is well taken and your "third questiion" is a logical result of that point.

Even putting my fondness for web technology aside, I am surprised by the incredibly low level of web use in your community.

And coming from Georgia, I certainly can't marshall any suspicions re: a "backroads societal effect" in your fine state of Kentucky

Cheers!
MicheleD (Kentucky)
Posts: 4,491
Posted:
People who use the web a lot have no idea how many people don't use it or don't care to use it.

My subdivision isn't unusual.

TracieS (Colorado)
Posts: 460
Posted:
I have TWO owners out of 12 who use email... My owners are mostly older, retirees...not saying anything about age, though!
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Certainly the last few points are valid and can be addressed individually as far as who has computers and does e-mail. Of course you have to still cope with the apathy that permeates HOA's.

But if we look beyond that does it seem reasonable that there would be additional uses for a website. Just like an office with records to keep, associations must maintain some kind of filing, accounting systems and security of all this stuff. Maybe what is needed is a program that could be constructed that would simplify all the record keeping that associations need. I suppose most people use Quick Boards or excell but is there anything dedicated to HOA's and Condos in one single piece of software. I imagine there are many posting here that could build the softwhare to run their associations and maybe even incorporate all the relevant statutes and laws required by various agencies, but could they write the software to run an association down the street. Some kind of software program with a lot of fills in spaces (get information), hit run and the program tells you how to select the items you want to manage and how to do it.

Someone posted recently if you understand certain aspects of law you can figure out how your association should be legally run. Don't know if I agree because a lot of our different documents are different because of whoever wrote them and had them recorded had personal agendas to be concerned with. Developer and his bottom line. To me this don't blend well into a one blanket cover all.
I do think that could be dealt with and adjustments made (amendments) that would make the job of a software program applying to more organizations simpler.

And of course I could be full of crap, but I also can't see why a website couldn't be part of the software.
MicheleD (Kentucky)
Posts: 4,491
Posted:
No, you are not full of crap. And you are one of the few people to whom I would direct that phrase, even if it were true!

But just for your FYI, there is software already written to "run" an HOA. Some are pretty expensive, but some are reasonably priced.

Even so, Quick Books and a simple database program would serve most small size HOAs just fine.

If it were bigger, requiring a management company, odds are that the management company is already using one of those programs.
MicheleD (Kentucky)
Posts: 4,491
Posted:
Editing my post because I left a very important word out!

Quote:
Posted By MicheleD on 08/07/2009 3:20 PM
No, you are not full of crap. And you are one of the few people to whom I would never direct that phrase, even if it were true!

But just for your FYI, there is software already written to "run" an HOA. Some are pretty expensive, but some are reasonably priced.

Even so, Quick Books and a simple database program would serve most small size HOAs just fine.

If it were bigger, requiring a management company, odds are that the management company is already using one of those programs.

RobertR1 (South Carolina)
Posts: 5,164
Posted:
AwwwwwwwwwaaaaaaaaaMichele, you are a (I was going to write cutie pie) very sensible young woman, working to exist in the mass of manhood. And you wear sensible shoes. I have no idea where that last came from.

Anyway the respect is mutual.

,, ,
RogerB (Colorado)
Posts: 5,067
Posted:
Following is an example taken from recently amended Bylaws of an association we manage. This complies with a recently passed statute in Colorado.

6.7 Action Taken Without a Meeting.
The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting if a notice stating the action to be taken and the time by which a Director must respond is transmitted in writing or via electronic transmission to each member of the Board and each Director, by the time stated, votes for or against, or abstains or fails to respond provided that no Director demands the action not be taken without a meeting. Any action so approved shall have the same effect as though taken at a meeting of the Directors. Such actions shall be recorded in the minutes of the next Board meeting.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Michelle,
I guess I didn't explain myself very well or maybe wasn't clear enough in my mind to articulate it.
What I had in mind was State specific statute, laws, whatever that were crossed referenced somehow with software that would "Flag" any action by the Board that infringed on the covenants or state laws.

For instance the Board wants to see if they can allow in-ground pools in individual units. So, query the software and up pops the references that deal with in-ground pools relative to their covenants and state or federal requirements.

Suppose the Board passes a resolution and wants to apply it to the membership about a special assessment. Plug it into the software and up pops a warning that resolutions of this type must be approved by the membership.

There are so many things that appear on this site that are repeats, that YOU should write a program for this site. Then we could post, "Go to Michelle's Handy Dandy Home Associations Problem Solver Software and type in "chft" or something. This will only cost you $5.00 and she does accept Credit Cards."
DonN (Michigan)
Posts: 357
Posted:
Reply to TracieS 08/07/2009 10:35 AM Post

The experience is that there is no way to prevent unfavorable documents from surfacing in discovery in a legal action. Somewhere along the way, someone kept a copy. The organization is then in an unfavorable position if that same document no longer exists in its files. My reading of the literature is that the contemporary view is to accept the unfavorable documents, but put the systems and controls in place to ensure that the unfavorable document is "rounded out" by another document.

Two examples of how unfavorable documents can surface in ways you may not consider:

(1) Somebody had read a copy and referred to the document (not necessarily specifically) in some document that may not even be within the organization. The discovery order then might request a copy of the referenced document and the rest of the file related to that subject. I have had personal experience with this one. The file was located in the personal files of the president of the organization.

(2) A second one is somewhat humorous. Documents that an organization may not want in the files may be found in the bottom drawer of the secretary — behind the extra pair of shoes.

Many of these issues are in my article, Discussion Concerning Meeting Minutes, which has been linked in other HOA Talk posts.
MichaelK11 (Texas)
Posts: 432
Posted:
It's probably important to also consider spoilation orders and similar legalities. (I think there are other situations that work similarly, but I'm not sure about the details.) It's my understanding that if a document is destroyed and actually cannot be found, but it is attested (or can otherwise be proved) that the document once existed, then the party that seeks the document or claims that it contained evidence to support their arguments may be granted an Order that the Court will assume the document to have evidenced what that party claims or what may be least favorable to the party that disposed of it.

So, if the document is never found, but someone remembers having once seen it or it is mentioned in another document, then whoever should have kept it and made it available is in the hot seat.

I think someone may else may have mentioned this or similar earlier in this or other recent thread.

The point is essentially supporting Don's point -- anything other than just keeping records and making them available looks bad and may hurt rather than help if things end up in Court.
GloriaM (North Carolina)
Posts: 829
Posted:
This is a Law-Note from NC that may be beneifical:

COMMUNITY ASSOCIATION LAWNOTE 1
NORTH CAROLINA
2009-1
Association Governance in the Electronic Age:

Our society has come to accept and even demand the ability to communicate and conductbusiness electronically. Condominium and planned community associations, most of which areformed as non-profit corporations, are no exception. In response to this increasing demand,options and alternatives for electronic communication have made their way into the NorthCarolina General Statutes and are now part of the arsenal available to association officers anddirectors in the conduct of association business.

This Lawnote summarizes the provisions thatare now available to North Carolina condominium and community associations.

General Authorization: § 55A-1-70.
The North Carolina Non-Profit Corporation Act now provides that “a corporation mayagree to conduct a transaction by electronic means.” Such an agreement may be evidenced in theArticles of Incorporation, the Bylaws, or “by action of its Board of Directors.” Since the Articles of Incorporation and the Bylaws of most condominium and planned community associations donot contain provisions authorizing business to be conducted by electronic means, theassociation’s board of directors must take formal action to authorize the Association to “conduct a transaction by electronic means.”

Board Action Without Meeting: § 55A-8-212.
The board of directors always had the power to take action by the signing of a written consent that sets forth the action taken or approved and is signed by all directors. Section 8-21 has been amended to provide that action by all directors taken without a meeting “may be in electronic form and delivered by electronic means.” Electronic action without a meeting,however, must be expressly authorized as permitted in N.C.G.S. § 55A-1-70.

Membership Action by Written Ballot: § 55A-7-08.
We frequently recommend that associations use the written ballot process to obtain and memorialize approval by the membership of various actions and membership resolutions. Subsection 9 of § 7-08 has now been amended to include the following:
Any requirement that any vote of the members be made by written ballot may be satisfied by a ballot submitted by electronic transmission, including electronic mail, provided that such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or the member’s proxy.

If the association chooses to transmit or receive ballots by electronic means, we recommend, at a minimum, that the association require any owner who wishes to receive or submit a ballot by electronic means to sign and submit a written verification to be kept on file by the association designating the electronic addresses authorized to make electronic submissions. While this is not expressly required by the statute, it would certainly provide the “information from which it can be determined that the electronic transition was authorized by the member orthe member’s proxy.” The association may decide to take the verification process even furtherby assigning confidential identifying numbers or other validation tools. Such action would increase administrative and record-keeping responsibilities. We also recommend that the verification form used specifically state that multiple submissions from authorized emailaddresses on the same issue will not be considered except for the purpose of satisfying anyapplicable quorum requirement.

Electronic Meeting Notices: § 47F-3-108 and § 47C-3-108.
Both the North Carolina Condominium Act and the North Carolina Planned Community Act now expressly authorize the transmission of meeting notices by electronic means. Subsection (a) of § 3-108, in both the Planned Community and Condominium Acts, provides that notice may be “sent by electronic means, including electronic mail over the Internet, to an electronic mailing address designated in writing by the lot owner.” If the Association wishes totransmit meeting notices electronically, it should obtain a written verification and designation of the email address or addresses to which these notices should be sent. That verification should be signed by all of the lot owners.

The North Carolina Non-Profit Corporation Act is behind the times on this issue. N.C.G.S. § 55A-7-05 specifies how notices of membership meetings may be transmitted. There is no specific mention in § 7-05 of notice by electronic means. Subsection (a), however, provides that the corporation shall give notice of meetings by any means that is fair and reasonable andconsistent with its Bylaws. Since both the Condominium Act and the Planned Community Actexpressly permit notice of meetings by electronic means, it is not necessary for an association toamend its Bylaws to allow electronic notice.

Proxies: § 55A-7-24.
The most complicated provisions regarding electronic communications relate to proxies. Subsection (a) of § 7-24 of the Non-Profit Corporation Act now permits an appointment to be “in the form of an electronic record that bears the member’s electronic signature and that may be directly reproduced in paper form by an automated process.” Because this allowance of “electronic proxies” is expressly made “without limiting G.S. 55A-1-70,” we believe the board of directors must authorize and agree that electronic proxies will be accepted. This again would involve the formal adoption of a resolution authorizing electronic proxies at a meeting of the board of directors or by unanimous consent.

Since the statute requires that the electronic appointment bear “the member’s electronic signature,” we believe every association who authorizes the receipt of electronic proxies should require any owner who intends to submit such an electronic proxy to provide verification of theowner’s “electronic signature,” or to specifically designate the email addresses from which electronic submissions, including proxies, may be transmitted.

In addition to “electronic proxies,” subsection (a) of § 7-24 of the Non-Profit Act now allows the possible appointment of a proxy or proxies “by any kind of telephonic transmission, even if not accompanied by written communication, under circumstances or together with information from which the Non-Profit Corporation can reasonably assume that the appointment was made or authorized by the member.” The appointment of proxies by telephonic communication must be expressly authorized and permitted by the association in advance. Because of the significant verification problems what would be unavoidable with telephone proxies, we do not recommend that any association authorize the appointment of proxies by telephonic transmissions.

If your association would like to authorize action by electronic means, you should formulate an appropriate resolution or Consent to Action Without Meeting authorizing business to be conducted by electronic means.
EllenS1 (Florida)
Posts: 1,148
Posted:
Michelle,

We have a website..we have 101 owners and presently have 40 who make use of it. It's great for informing those 40 but does not take the place of meetings with discussions, votes, etc. But then again, the 60 who don't go to the website don't go to the meetings either. You can drag a horse to water but you can't make him drink.

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