Voting

[Guest Lewis]

Looking for guidance on whether votes can be taken via e-mail when resolution to items require action prior to a BOD meeting.

[George Mervosh]

The same rule would apply if you did this via email, or telephoning each board member, or personally interviewing them......If action is taken on an emergency basis outside of a meeting, it must be ratified (pp. 118-120). RONR, p. 468, line 29 to p. 470, line 2.

For actions via email to be valid on their own without ratification, the bylaws must authorize that method. RONR, p. 2fn

[hmtcastle]

Looking for guidance on whether votes can be taken via e-mail when resolution to items require action prior to a BOD meeting.

No. As Mr. Mervosh suggests, any such actions are taken at the individual risk of the members. They are not acting as a board and any "vote" is meaningless.

[Robert B Fish]

The same rule would apply if you did this via email, or telephoning each board member, or personally interviewing them......If action is taken on an emergency basis outside of a meeting, it must be ratified (pp. 118-120). RONR, p. 468, line 29 to p. 470, line 2.

[Mount soapbox]

That system might work well (poll by phone, take action, ratify at next meeting), even work well for years. However, at some time after the Board becomes comfortable with working in this way and ratification is expected, someone will speak against ratification. "Mr. Chairman, the motion for which you request ratification is not what I understood the motion as you explained it on the phone." "Mr. Chairman, when you explained the proposed motion to us, you omitted several important points which, had we held a proper debate, would likely have led to the defeat of the motion." "Mr. Chairman, I know this sounded like a good idea at the time and I know there are always reasons why approval outside the meeting is needed but we should have waited and we should not approve this action at this time."

Then the wheels come off the organization. I'm not concerned with the very rare action that's truly worthy of ratification in lieu of holding a special meeting (a tree fell on the clubhouse and it's leaking and we need emergency repairs) but I feel this post suggests a slippery slope between rare action and expediency in lieu of meeting...especially if you have a strong headed chairman who predetermines that he/she alone has the "true vision."

[Dismount soapbox}

-Bob