Tuesday, March 26, 2013

You've Got Mail

Most Boards of Directors regularly correspond and reach decisions via email.  This is just a fact of life in this digital world.  However, unless your community's Bylaws specifically provide for this, such decisions may be successfully challenged or invalidated. 

If your Bylaws specifically permit actions to be taken outside of a meeting by a majority of directors, the Georgia statutes (OCGA 14-3-821) provide some wiggle room on email communications.  To qualify, signed consents by the majority of the Board must be received by the Association’s secretary to include with the minutes, before an action can be considered officially approved.  If your documents require approval by all directors, or do not explicitly state that action can be taken outside of a meeting, you will first need to amend the Bylaws with a community vote.  This will typically require a formal meeting of the membership…unless your Bylaws permit mail-in ballots.

While updating your governing documents, check with legal counsel to address other noncontroversial issues such as lowering quorum requirements.  Speaking of quorums, a 2012 Georgia appeals case (Demere Landing Condominium v Matthew) invalidated a vote based on proxies.  The court determined that proxies could not be counted toward quorum unless specifically stated in the Bylaws.  Do your Bylaws permit this?

Your effort to erase pitfalls in documents created ten or twenty years ago will help your community be more effective in facing a fast-paced society.

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