Is a motion necessary...?

A brief history...we are chaning landscpe contractors and have a brief window of time to complete construction. The Board hs done the following:

A) Four bids for the construction and landscape maintenance were received and evaluated.

B) Two of the bidding contractors were selected for and interviewed.

C) Those two contractors were asked to answer additional questions.

D) The board conducted a lengthy/exhaustive search and evaluation.

E)The board selected XXXXX at the September meeting for the construction project and continuing landscape maintenance

Out here in sunny California, our new contractor has recommended that we proceed with the project because the weather is mild and a November completion is nothing to worry about. This is based on his 35 years of experience.

So here's the problem. To try an expedite the project in October, there was an e-mail vote which needs to be unanimous in order to pass. One Board member refers to the Sunset Gardening book constantly and disagrees with the contractor and wants to wait until Spring to start the project.

The Board acts as Landscaping Committee. Do we need to have a vote to determine the project start date, or can we just communicate a start date based on our previous due diligence?

Logistically it's difficult to get a quorum and provide 4-days notice to our membership as required by law. Our next meeting is mid Oct, so we're trying to speed things up. Our property manager has referenced California law as the basis for a unanimous vote by e-mail, fax, or phone call.

We've had other discussions, in which policy was suggested that action taken without meeting should require unanimous consent to go forward without a meeting.

While that's not the same as requiring unanimous approval of the action, anyone who wanted to oppose it could hypothetically insist on a meeting as an opposition tactic. Does the CA code explicitly require unanimous approval of action taken without a meeting, or did someone just conclude that's what it amounts to.

I have heard several stories about directors voting against an action in my own HOA, in which they were absent from or excluded from discussion and then just given the motion absent a meeting. In each case, whether intentionally or not, the motion was not clear as to the action, and the Director did not know of the actual action until they heard the real story later.

We don't have a policy requiring consent to voting without a meeting, and I think we need one. I think such policies should require unanimous, explicit consent (not just absence of objection). That should serve both sides in any dispute. In our case, all a Director can do is vote "no" as a protest. I think they should at least object clearly to the vote being taken without clear explanation.

For the OP, the fundamental issue is whether all Directors are fully informed and alerted to the vote. It's much easier to understand a discussion observed in person at a meeting, and to participate and ask questions. Since a meeting must be noticed, it's clear whether someone chose to participate -- they either attended or did not. Without a meeting, it's easy to miss a communication, to misunderstand, or even to pull a fast one.

The acutal question is if a motion is necessary to establish a start date for the Construction given that the newly selected contractor recommends proceeding now, while a single Board member wants to wait until spring based on what was published in the Sunset Gardening book!

The CONTRACT should outline the start/finish dates.

If the contractor wanst to change the start date by moving it up, then all the more power to you.

Here in Michigan, our nursery is busier in the fall than in the spring when it comes to planting, I imagine it's for the same reason in CA: root system gets a chance to establish.

Ignore the armchair "expert" - the plants should be guaranteed, anyway.

Glen,

It's not just a "quirky" CA thing! The AZ nonprofit corp act has a statute, "Action without meeting" that says just about the same thing. An action may be taken w/o a meeting if the action is taken by ALL the directors. A written consent signed by each director, describing the action taken must be included in the minutes.

Michele,

Note that the CA statute says "any action taken by the board" and the AZ statute has the very same wording. That means if an action is considered w/o a meeting all members of the board must agree to it.