Can a HOA Board Conduct Association Business Without a Board Meeting?
Does a Board of Directors have the right to conduct business on behalf of the HOA without a meeting? Some HOA’s have Board members who may not be local to the Association that they represent. The Board of Directors will normally meet as often as their bylaws specify to conduct business or at a minimum at least once per year.
In some cases, it is not reasonable to meet all of the demands of conducting business of the HOA at quarterly intervals of duly called Board meetings. For HOA Boards that do not meet monthly, business matters often come up between meetings that may require swifter action. Whenever this occurs may the Board take action without a meeting? The short answer is it depends.
According to NCGS § 55A-8-21, the Board may take action without meeting only under specified circumstances.
First, the HOA Board should determine whether or not it’s Articles of Incorporation or bylaws do not prohibit the Board from acting without meeting.
Second, if conducting such business it is not prohibited by the Articles of Incorporation and bylaws, then the Board may take any action that it may take at any meeting of the Board as long as all members of the Board authorize conducting such action.
Third, the Board must give evidence of its authorization of unanimous consent to act without meeting by one or more written consent documents signed by all members of the Board demonstrating unanimous authorization of the action. If the Board does not have unanimous authorization to take such action by all members of the Board, then the Board may not conduct such business through action without meeting. In that event, the remedy is to call a Board meeting to conduct the business of the HOA.
Fourth, the consent document should (a) describe the action taken, and (b) once signed by all members of the Board be included either in the minutes or filed in the corporate records.
Fifth, a Board of Director’s unanimous consent document may be in electronic form and delivered by electronic means, such as email, fax, or by some other electronic means such as electronic signatory software. Sixth, the action taken is effective when either the last person signs the consent document or whenever the consent document specifies an effective date.
A consent document signed has the same effect of a meeting of the Board to conduct business on behalf of the HOA; and may be described in such document. For more information, we encourage you to consult with an attorney specializing in HOA law who may provide legal advice.
Copyright 2017 by Cambridge Management Group, LLC. All rights reserved.
DISCLAIMER: The information contained herein is intended for informational and educational purposes only and should not be construed as offering legal advice. For legal advice, seek the counsel of a competent attorney specializing in Community Association Law on matters pertaining to your state and community.
For more information visit our web page at www.CambridgeHOAPropertyManagement.com or contact us at: Support@CambridgeHOAPropertyManagement or by calling us at 704-874-1820 or 844.612.1515.
