Regardless of what an association’s governing documents may provide, boards of directors cannot conduct association business by e-mail, except when an emergency exists. In order to conduct business by e-mail, the Board must:
- Unanimously consent in writing to conduct emergency business via e-mail, and
- a copy of this unanimous written consent must be filed with the minutes of the next Board meeting every time the Board acts by e-mail.
An emergency exists if both of the following conditions apply:
- There are circumstances that could not have been reasonably foreseen by the Board; and
- The circumstances require immediate attention and possible action by the Board making it impracticable to provide 4-day notice for an open Board meeting or 2-day notice for an executive session Board meeting. (Civil Code Section 4910 et seq.)
Here is an Electronic Transmission Pre-Authorization Consent Form that may serve as consent for the Board to conduct emergency business via e-mail in situations that meet both of the conditions listed above.
All Board members agree that prior to taking any action by electronic transmission, all Board members shall be sent an e-mail or other electronic transmission setting forth the item of business to be considered. Then, at least a quorum of the Board members must consider the facts that may make this item of business an emergency and determine whether an emergency exists. Emergency action may only be taken if:
- At least a quorum of the Board responds to the request for emergency action;
- A majority of those responding agree that an emergency exists; and
- A majority of those responding approve the item of business, unless the law or the association’s governing documents require a greater number of Board members to approve the item of business.
A board of directors can also conduct emergency business via a meeting.
An association is not required to give members notice of an emergency meeting regardless of whether the meeting is conducted in person, via telephone conference or via e-mail. (Civil Code Sections 4920 and 4923).
While not required, we recommend any time a board of directors takes action at an emergency meeting; the board also notify the members of the action taken at the next open session board meeting. Having said this, in the case of an emergency involving an issue that is properly discussed in executive session, this notice should only generally note the action taken (e.g. the Board met in executive session to discuss a matter pertaining to possible litigation).
To request the emergency consent form, please use our Request Publication form by clicking here.