Recording Board Action Without Meeting, passed by unanimous email vote

[Guest Roberta]

Our Board unanimously passed, via email,  a motion to accept the results of an investigation into a complaint and to submit these results to the person filing the complaint.   How do I record this in the minutes?  Do I add it to the minutes of the next meeting as a Board Action without Meeting?  Thank you.

[Atul Kapur]

Do your bylaws allow for a motion to be processed this way, by email? If so, then they should also indicate how this should be recorded. If not, then this process is null and void.

If your bylaws allow email voting like this but don't say how to record it, then I suggest that this be reported to your next official meeting and be recorded in your minutes as a report. And amend your bylaws at the next opportunity.

[Richard Brown]

14 minutes ago, Guest Roberta said:

Our Board unanimously passed, via email,  a motion to accept the results of an investigation into a complaint and to submit these results to the person filing the complaint.   How do I record this in the minutes?  Do I add it to the minutes of the next meeting as a Board Action without Meeting?  Thank you.

Unless it happened during a meeting, it probably should not be in the minutes at all.  If the report is read and accepted at a meeting, then the minutes could just report that the report of the investigation into  xxx was accepted (or approved).  The report itself could be attached to the minutes or just be included in the records of the organization.

As Dr. Kapur mentioned in the response he posted as I was typing, if email  voting is authorized  by your bylaws, then whatever procedure your organization uses for recording email  votes in the minutes should be recorded.  It is somewhat common for the secretary to report the results of an email vote at a meeting and that report amounts to the minute entry.  Other organizations have a procedure spelled out for recording email votes.