Email Voting

[Guest Board Member]

My fellow boards members are requesting we vote via email on two subjects and state this declaration in the bylaws all us to do this:

Action Without a Meeting. Any action required or permitted by law to be taken at a

meeting of the Voting Delegates may be taken without a meeting, without prior notice and without a vote

if written consent specifically authorizing the proposed action is signed by all Voting Delegates entitled to

vote on such matter. Such consents shall be signed within 60 Days after receipt of the earliest dated

consent, dated and delivered to the Association at its principal place of business in the State of Georgia.

Such consents shall be filed with the minutes of the Association and shall have the same force and effect

as a vote of the Voting Delegates at a meeting. Within 10 Days after receiving authorization for any action

by written consent, the secretary shall give written notice to all Members summarizing the material features

of the authorized action.

Does this allow us to vote by email?

[Joshua Katz]

My first thought is no. My second thought is that there may be a lurking legal question that should be addressed to an attorney. With that said, I have some questions on the situation:

1. Is "we" in the first sentence the board? The bylaw cited has to do with voting delegates (presumably at a convention), not a board.

2. Is the subject of the email vote required or permitted by law to be taken at a meeting of the Voting Delegates? If not, then this bylaw has nothing to do with it. If so, then most likely the board cannot take the action contemplated.

And an observation: the written consents here are not votes, and nothing in this bylaw addresses the board.

So I'm back to, without more - no.

[Guest Board Member]

I also found this in our bylaws: 

3.17. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors

or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent

in writing, setting forth the action so taken, is signed bv all of the directors, and such consent shall have O ' C 3 ' J ^ "

the same force and effect as a unanimous vote.

I just want to make sure we are following the rules.

[Richard Brown]

guest Boar Member, is there anything anywhere in your bylaws that authorizes notification of action via email or other electronic means?  If so, please quote that language verbatim.

If your organization is incorporated or is a homeowner type organization, you might have someone check state law to see if voting or communications via email  is specifically authorized by statute.

Without some type of specific authorization, I think it will be up to your organization itself (the membership) to interpret the bylaws as to whether consent via email satisfies the "written consent"  requirement of the bylaws.

[Joshua Katz]

15 minutes ago, Richard Brown said:

Without some type of specific authorization, I think it will be up to your organization itself (the membership) to interpret the bylaws as to whether consent via email satisfies the "written consent"  requirement of the bylaws.

Agreeing with Mr. Brown, I would point out that the written consent provision in the bylaws says:

49 minutes ago, Guest Board Member said:

is signed bv all of the directors

Anyone voting "no," presumably (if we treat the email vote as equivalent to written consent) has not consented. So I would think that using that provision would require unanimity (and that everyone respond).