No Action Without a Meeting

Corporations Code Section 7211 allows for corporate boards to take board actions “without a meeting, if all directors of the board…individually or collectively consent in writing to that action.” (Corp. Code § 7211(b).)  This “action without a meeting” (aka “unanimous written consent”) provision was historically relied upon by HOA boards of directors in order to conduct association business outside of board meetings. However, as a result of the 2012 amendments to the Open Meeting Act, HOA boards are generally prohibited from taking such “actions without a meeting”:

“The board shall not take action on any item of business outside of a board meeting.” (Civ. Code § 4910(a).)

“Items of Business” & Delegation
An “item of business” for the purpose of Civil Code Section 4910’s prohibition on actions without a meeting means “any action within the authority of the Board, except those actions the board has validly delegated to any other person or persons, managing agent, officer of the association, or committee of the board comprising less than a quorum of the board.” (Civ. Code § 4155 (Emphasis added).) Thus, a board may delegate some of its responsibilities to a manager or committee in order for certain actions to be taken between board meetings. (See “Delegating Duties & Authority.”)

Email & Emergency Meetings
Civil Code Section 4910 also prohibits boards from a conducting a meeting “via a series of electronic transmissions, including but not limited to, electronic mail.” (Civ. Code § 4910(b)(1); See also “Email Meetings.”) Email meetings may, however, be used to conduct emergency meetings. (Civ. Code § 4910(b)(2).)

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