Meeting of BOD, can they vote by phone or mail?

We are voting on whether to keep our current management company or hire a new management company that would cost us less and would be more homeowner and board member friendly. I am of the understanding that unless you have a unanimous agreement from the directors to vote by e-mail, you have to have a meeting. (we have one director that is totally against the e-mail vote, all other members would prefer to vote by e-mail) My question is, since everyone is extremely busy with their lives can they attend per conference call and vote and/or can some send their vote by mail or ??? and upon receiving a vote form all voting members, even tho not in physical attendance be considered a quorum? What alternatives do I, as president, have to get this accomplished without having everyone phiscally attend?

Thanks for any and all help,
Sherrie

Sherrie,

I've copied below a statutes from the CO Nonprofit Corp Act regarding "action taken w/o a meeting". Because CO is an open meeting law state which means ALL meetings of the assn and BOD are to be open to the members, an action taken w/o a meeting could be in violation of the law. However, the HOA statutes also state several exceptions for an executive session one of which is to ". . .discuss matters pertaining tot he managing agent's contract. . .". Therefore since the reason for this meeting can be discussed in executive session I see no reason why the BOD cannot use the action w/o meeting.

In the future the BOD must remember that they are bound by the state laws. All board meetings must be conducted in the open -- voting by mail or by email cannot be undertaken. Attending board meetings is one of the duties of a board member. The monthly board meetings should take place the same day of the same week of the month -- every month. A conference call is acceptable only if everyone present at the meeting can hear both sides of the conversation.

-------------------------------------------------------------------------------

7-128-202. Action without meeting.

(1) Unless otherwise provided in the bylaws, any action required or permitted by articles 121 to 137 of this title to be taken at a board of directors' meeting may be taken without a meeting if notice is transmitted in writing to each member of the board and each member of the board by the time stated in the notice:
(a) Votes in writing for such action; or
(b) (I) Votes in writing against such action, abstains in writing from voting, or fails to respond or vote; and
(II) Fails to demand in writing that action not be taken without a meeting.
(2) The notice required by subsection (1) of this section shall state:
(a) The action to be taken;
(b) The time by which a director must respond;
(c) That failure to respond by the time stated in the notice will have the same effect as abstaining in writing by the time stated in the notice and failing to demand in writing by the time stated in the notice that action not be taken without a meeting; and
(d) Any other matters the nonprofit corporation determines to include.
(3) Action is taken under this section only if, at the end of the time stated in the notice transmitted pursuant to subsection (1) of this section:
(a) The affirmative votes in writing for such action received by the nonprofit corporation and not revoked pursuant to subsection (5) of this section equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted; and
(b) The nonprofit corporation has not received a written demand by a director that such action not be taken without a meeting other than a demand that has been revoked pursuant to subsection (5) of this section.
(4) A director's right to demand that action not be taken without a meeting shall be deemed to have been waived unless the nonprofit corporation receives such demand from the director in writing by the time stated in the notice transmitted pursuant to subsection (1) of this section and such demand has not been revoked pursuant to subsection (5) of this section.
(5) Any director who in writing has voted, abstained, or demanded action not be taken without a meeting pursuant to this section may revoke such vote, abstention, or demand in writing received by the nonprofit corporation by the time stated in the notice transmitted pursuant to subsection (1) of this section.
(6) Unless the notice transmitted pursuant to subsection (1) of this section states a different effective date, action taken pursuant to this section shall be effective at the end of the time stated in the notice transmitted pursuant to subsection (1) of this section.
(7) A writing by a director under this section shall be in a form sufficient to inform the nonprofit corporation of the identity of the director, the vote, abstention, demand, or revocation of the director, and the proposed action to which such vote, abstention, demand, or revocation relates. Unless otherwise provided by the bylaws, all communications under this section may be transmitted or received by the nonprofit corporation by electronically transmitted facsimile, e-mail, or other form of wire or wireless communication. For purposes of this section, communications to the nonprofit corporation are not effective until received.
(8) Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.
(9) All writings made pursuant to this section shall be filed with the minutes of the meetings of the board of directors.

Sherrie, following is from the Bylaws of a Colorado HOA which complies with CCIOA:

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.