EricS

So we typically specify our other committees as standing committees for the duration of the board year, but we didn't do that with the EC motion - we just said it consists of the four officers. So that would mean it exists until disbanded, and the membership just changes automatically when new officers are elected, right? We decided to also note them informationally in the board meeting minutes, as we distribute those to shareholders. I understand it's not necessary to do so, and we will also record in minutes of the EC which we will create at least annually at one meeting. So I think my problem here is my lawyer mentioned ratification at some point, either incorrectly or as a CYA move, but in reality, none of our email unanimous consent actions actually require ratification as they are already decided upon the last unanimous consent response being returned. This would be true for the EC as well as the full board. So we just need to record those actions and don't technically need to ratify them. In principle, it shouldn't hurt to ratify them anyway, as it would provide further protection in case anything was ever challenged, I would think? But I think we'll stop doing that as it seems to be improper based on everything I'm reading in this thread. Synthesis of everything above that I think I'm reading/absorbing: I believe that under New York business law (not RONR), according to my reading and my lawyer's advice, I'm able to have both the board and EC make decisions by unanimous written consent. I understand nobody on this forum can advise me on that. These email decisions don't require ratification since they're already decided when the last email is sent. Under RONR, any other committee can make decisions by email and report to the board. I will continue to record the Executive Committee decisions in the board minutes informationally, as the motion creating the EC requires it and though not necessary, it doesn't seem to violate anything either. I'll have one EC meeting a year in which we record informationally in the EC minutes every decision that was made through unanimous email consent over the past board year. These minutes will also include their own approval, as the EC can do that at the end of their less-than-five-minute meeting. I don't need to recreate my EC in the new board year, as its membership will automatically change upon new election of officers, since the motion creating it didn't specify an end date or officer names.

It is authorized to be created, but doesn't exist without a board action. "The Board of Directors may designate from their number an Executive Committee which shall...in the intervals between meetings of the Board...exercise the powers of the Board of Directors in the management of the business, property, and affairs of the corporation." Since the board created it, my understanding it we would re-create it at the organizational meeting every year. [edit] And in further reading of other posts here, it does seem like this arrangement is somewhat unusual, but it is what our governing documents say. They provide for the board to designate an EC but they do not require it. We chose to create one this past year, and I assume that means that it ceases to exist at the next organizational meeting.

I think I just found my answer to the last question on another post from a few years ago - it seems since the next meeting may be delayed and the EC will be disbanded at the Annual Meeting anyway (since it's board-created for the year rather than created by default in the bylaws), the minutes should be approved at the end of the meeting. So my minutes will have the list of actions the EC took by email unanimous consent, and one item of business stating that this meeting's minutes were approved. Does that seem right?

Our attorney is indeed aware, and indicated that it was acceptable to make decisions by email without a meeting, as long as we did it through unanimous consent. He just wasn't particularly helpful in the question of how to record decisions and whether we needed a physical meeting, hence my original question. If I'm going the route of having a single meeting at the end of a longer time period, I guess the EC can designate two members to approve the minutes of the EC so we can officially enter them in the book without the need for a further EC meeting to approve minutes?

It's the same slight risk that would happen with ratification of the president authorizing an emergency repair, I guess... I'm not too worried about something that everyone already affirmatively agreed to by email failing with a less than majority vote in a meeting. Doing this would require the EC to actually meet, and we have no reason to meet other than this requirement. Which is why I was thinking originally that I just need to have one EC meeting per year and record all the queued-up EC decisions in the minutes of that meeting, so there's something in our minutes book. Since that seemed a bit gimmicky, I was wondering if recording those EC decisions in the Board meeting minutes was adequate and could save the EC the trouble of actually meeting. Or whether I could make minutes without actually meeting, which I agree seems suspect. Yes, NY corporate law does allow unanimous written consent, so I'm not questioning the legality of doing it, but rather trying to figure out what I have to do in order to record those decisions properly.

Thanks. OK, so it's possible that we could stop ratifying board written unanimous consent decisions, though there seems little harm in continuing to do it since it confirms the intent of the board and wouldn't be on any shaky legal ground as an email decision might be (what if someone argued they disagreed and it was someone hacking into their email who responded "yes"?) For the Executive Committee decisions, the New York Business Corporation Law does explicitly require the keeping of EC minutes so we really need to have them. Can we create a set of minutes without a physical meeting just to record unanimous consent decisions? Or do minutes always need to have a physical meeting associated with them? I think my assumption was that we can't make minutes without a meeting, therefore we would need to ratify our email decisions at a meeting, but I might be making unfounded assumptions.

So perhaps we have been advised to do the ratification step as a safety precaution since email is not quite as formal as distributing a written consent to every person to sign in ink and return by USPS. If ratification isn't generally required for unanimous consent, I guess it would stand to reason that it wouldn't be required for the EC to meet physically to ratify its own email actions either...

We are subject to New York State Business Corporation Law, and our lawyers have advised that we are allowed to act by unanimous consent over email. But it's hard to get 11 members of a board to reply to email in a timely manner, hence the utility of a smaller EC. It's been my understanding that any decision made without a meeting requires ratification, whether emergency executive decision or email unanimous consent. But I wasn't aware this was potentially controversial. It's not mentioned in our rules/bylaws but has been our practice so that the board has a recorded decision for something that happened outside a board meeting.

I'm the president of a housing cooperative. My board has an Executive Committee made up of the officers of the board. Our certificate of organization allows this committee to be created and to act on behalf of the board between meetings. As boards are allowed to act by unanimous consent via email, it would stand to reason that committees can also do this. We're using the EC for non-controversial actions that don't really require a meeting, for example approving a small expense for a sidewalk repair using a contractor we already know and trust. In the case of a board acting by unanimous consent over email, the decision is properly ratified at the next business meeting and that ratification noted in the minutes. However, when the Executive Committee acts via email unanimous consent, ratification at a board meeting is unnecessary as the action was already taken. My question is: does the Executive Committee need to meet physically (or by videoconference) at some point in order to ratify its own actions and create EC minutes recording those actions? Or are its actions valid without an actual committee meeting? We are already noting the decisions the EC makes in board minutes, for reference and because we distribute board meeting minutes to shareholders. So there's a paper trail of the decision in addition to the email record. If a meeting is actually required, can all the year's decisions be saved up for one EC meeting at the end of each board year, so the EC can ratify all its actions at once?

Thanks. I'm still trying to wrap my mind around what does and doesn't require official board approval. Relocating a shrubbery by the Grounds Chair speaking to the landscaper - I would prefer this not require board action, we'd never get anything done. Selecting new types of plants than last year, within budget - I would prefer this not require a board action. Spending money on new landscaping outside of the budgeted amount - this should definitely require board action, committees clearly can't spend money not allocated. For a buildings committee, this could be: Deciding on a brand of paint to use for the staff repainting a stairwell - I would prefer this not require board action, money is below board approval threshold of $1K and we aren't hiring anyone outside to do the work so there are no proposals to approve. Approving a verbal scope to bid out a minor patch/repair job - I would prefer the committee chair work with management to make sure we're getting the right thing, but a board action to approve asking for proposals along with a board action to approve the winning proposal seems like too much - do other organizations really do this? Approving the exact 50-page scope of a bid package going out to a contractor - I would prefer the board loosely agree on things but that the detail work be done by people who know what they're doing, eventually the board will have to vote on the bid package because that's where money is spent. Having board meetings and actions for every minor change to this scope would grind us to a halt. Hiring a contractor to do a new project, small or large - this obviously needs board approval. But, I also just checked my bylaws and they only require that Board of Directors meetings be run by RONR. Does this mean this is all moot anyway since we aren't bound by RONR for anything except the conduct of our actual board meetings?

Thanks. Isn't the third option the same thing, as the committee itself would be making the choice to move to interview? What I guess I hear you saying is that a board can't empower a committee to take action on their own, but there are so many ways that happens on a regular basis with smaller issues. We don't have any mechanism to vote outside a meeting in either our bylaws or law. We just have committees that are given jurisdiction over specific areas. For example, we have a grounds committee. We tell them to manage the grounds, and they work with a landscaper to make decisions about what to plant, move things around, etc. They can buy plants, as long as they're in their budget, it's fine. The board doesn't vote on what plants or anything. And they don't make those decisions at officially called committee meetings, they just email/discuss with the landscaper. We have a buildings committee. They make decisions about approving plans from a contractor. Those don't get passed back to the board for every small decision, like what color mortar to approve for a brick replacement. Or even signing off on the scope of work for a project. Of course the board ultimately votes to enter into contract and spend the money, but many other decisions happen before that point and very informally. What makes something "business" that can only be voted on in an official meeting?

I am board president of a housing cooperative in New York. Before COVID, our un-written policy for apartment applications was to take an action to send them to a private investigator, and if they recommended the candidate, proceed to interview the candidate with a second board action to approve the application. During COVID, we officially revised our policy to have our management company take applications. I also had us put a policy in writing, which is to take two board actions, one approving going to an interview and one approving the applicant after the interview. The overall idea is that we could have an application that obviously has problems or is incomplete, and we need a way to catch that before an interview. But most applications are straightforward and end up with unanimity in supporting the interview. Two separate actions is a lot of paperwork, but moreso it either means scheduling lots of special meetings or making candidates wait a long time for our regular meetings. I'm wondering whether we can streamline things but I don't want to do anything that is in conflict with RONR. Currently I've been wrangling the entire board to reply via email to approve moving to interview (the first required action), and ratifying that action at our next business meeting. However, that has to be unanimous consent and it's difficult to get 11 responses in a timely manner. Options I've wondered about to make this easier for us: Enact a resolution that automatically creates an ad-hoc committee of all board members when an application is received, and empowers that committee to decide to proceed to an interview. The committee could decide by email/phone/carrier pigeon with a simple majority of the committee/board. This would solve my unanimous consent problem while still allowing the entire board to weigh in if they wanted. Enact a resolution that the management company's online system be used and based on a simple majority of the board entering YES in that online system, the candidate will automatically be moved to interview. There would not be any official action or recommendation here, but our bylaws don't require that we take any official action until approving the application at the interview (and even that is at our discretion per the bylaws). The online system has YES/NO vote buttons so members can register their opinion. We could discuss on email if any topics are relevant to a decision. Create a standing committee every year, either the whole board or a subset of members, and empower them to make decisions on recommending interviews for all applications. Like the first option, they wouldn't recommend to the board, they would just take action and get the interview scheduled. This is more hassle as we have to remember to create this standing committee at every organizational meeting. I'd rather have something we just enact once and can use until a future board decides to make a change. Are there other options I haven't thought of? Are any of these DOA from a RONR perspective?

Yes, sorry I wasn't clearer - only if your bylaws have a provision to remove. Since the links provided referenced HOAs, I made an assumption that might be wrong. Generally in HOA or cooperative boards, board members are elected by the owners, but officers are elected within the board, and therefore bylaws typically will allow the board to remove an officer from their office but not to remove them from the board without a vote from the owners.

The president can't "rescind" a vote. I don't think you can force a board member to recuse themselves from a vote, even if it's advisable. But if the rest of the board is unified in their opposition, you can censure or take action the president may disagree with whether or not he abstains or recuses himself. You also can use your own bylaws to remove him from the office of president and install someone else if you think he's not able to perform the role to the board's satisfaction.

@Guest June, if it's your opinion that the motion/resolution failing will lead to a large expenditure in the future, that's a different subject - you can continue to lobby for passing your resolution in the future if it wasn't successful this time. Without us knowing more about the resolution it's hard to understand what really is going on, but the way I read this is that nothing has happened at all. Your assembly had a proposal to do something, that proposal failed to pass, so you are in the same situation as before the vote. You wrote "nothing should occur" and that's literally what's happening. Or was the resolution that failed trying to prevent or change a previous resolution to spend money?