getting board approval for signing of a contract my email

[Guest Kim]

we are a non profit VFD which falls under open records not open meetings and we are a nine member board with one vacancy. We have nothing in our bylaws that prohibit getting approval to do things thru email but our bylaws do state that if it is not in the by laws we follow Robers Rules. My question is our board president need to sign our ESD contract so he put out an email asking for approval he received three yes responses by email and one by word of mouth. He says because he had four approvals that he could sign the contract and my response was that because we are a nine member board he needed to have 5 yes votes because we were not at a meeting with a quorom. Two have a meeting we need to have half the board present which with a nine member board is 5. He has already signed the contract with no motion and nothing recorded by the secretary. Is this legal under roberts rules and did he have enough yes votes with the 4 because even though we are a nine member board we only have eight actually holding a post

[jstackpo]

There's a lot going on in that question...

To start: as far as RONR is concerned, e-mail "meetings" or even decisions are not proper at all.

However, your state incorporation law may allow decisions like that under certain conditions - but you will have to ask a knowledgeable lawyer what those "conditions" may be.

At any rate, to be "safe" you had better hold a real meeting of the Board (with 8 actual members, 5 - more than half or a majority - is still your required quorum, unless your bylaws really say "half") and ratify (RONR, p. 124) the president's action in signing the contract.

Then tell him to behave himself and follow the rules in the future.

[Gary Novosielski]

we are a non profit VFD which falls under open records not open meetings and we are a nine member board with one vacancy. We have nothing in our bylaws that prohibit getting approval to do things thru email but our bylaws do state that if it is not in the by laws we follow Robers Rules. My question is our board president need to sign our ESD contract so he put out an email asking for approval he received three yes responses by email and one by word of mouth. He says because he had four approvals that he could sign the contract....

The president is wrong.

RONR clearly states that any business such as this may only be approved at a properly called (and in-person) meeting at which a quorum is present (physically, in the same place).