HOA Board Email Vote

[Guest Gary O Smith]

Our State Statures state that instead of meeting, the Board may act by no less than two-thirds consent of all board members.  Our board has 5 members and conducted a recent email vote that received 3 yes votes, 1 no vote and 1 abstention.  Does this vote meet the 2/3rds requirement mentioned in the Stature?

[Joshua Katz]

No. Here, the requirement calls for 2/3 of the entire membership of the board, so 5 people. 2/3 of 5 is 3.3bar, which is greater than 3, the number of yes votes. In this unusual circumstance, we look to 5, the membership, rather than 4, the number of votes cast.

[Richard Brown]

I agree with Mr. katz.  The vote threshold as described in the statute for action without a meeting is two-thirds of the entire membership of the board.  See section 44 and especially 44:7 - 44:10 of RONR (12th ed.) for more information on vote thresholds.

[Gary Novosielski]

On 7/18/2024 at 1:10 PM, Guest Gary O Smith said:

Our State Statures state that instead of meeting, the Board may act by no less than two-thirds consent of all board members.  Our board has 5 members and conducted a recent email vote that received 3 yes votes, 1 no vote and 1 abstention.  Does this vote meet the 2/3rds requirement mentioned in the Stature?

I agree with my colleagues that if two thirds of all board members must approve, then four votes are required.  I say "if" because your statement appears to be a paraphrase of the statutes, rather than a verbatim quote, and that sometimes is a source of confusion.