Email Meetings Disallowed. Starting January 1, 2012, boards of directors "shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail" except for emergencies. Civ. Code §1363.05(j)(2)(A). A "meeting" is defined as:

A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board. Civ. Code §1363.05(k)(2)(A)

An "item of business" is defined to mean:

 ... any action within the authority of the board, except those actions that 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 majority of the directors. Civ. Code §1363.05(k)(1)

Summary. Except for emergencies (described below), a majority of directors may not use email to discuss, deliberate and make decisions on HOA business items.

Allowable Email. Boards of directors are allowed to exchange emails under the following conditions:

1. Emergency Exception."Electronic transmissions may be used as a method of conducting an emergency meeting if all members of the board, individually or collectively, consent in writing to that action . . ." Civ. Code §1363.05(j)(2)(B)

2. Minority of Directors. Fewer than a majority of directors may discuss or comment on an item of business so long as the email exchange does not become a "series" of emails involving a majority of the board. Civ. Code §1363.05(k)(2)(A)

3. No Action Items. A majority of directors may send and receive emails if it does not involve a business action item. Following are examples of allowable email exchanges:

   • setting the date and time for a meeting,

   • distributing information for a meeting,

   • commenting on the need to prune trees (street repairs, painting, roof leaks, etc.) and asking that it be placed on the agenda for board action, and

   • informing directors of educational evens such as an upcoming CAI seminar and urging everyone's attendance.

Delegated Authority. Administrative and oversight tasks can still be handled via emails if delegated to a person or persons such as the president and/or manager or a committee. Once delegated, the president and manager can make decisions and retain the right of email consultation with directors. Delegated business is specifically exempted:

... except those actions that 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 majority of the directors. Civ. Code §1363.05(k)(1)

If the president has the authority to make decisions, he/she can ask for input from other directors before doing so without violating the Open Meeting Act. If a board is worried about delegating too much authority to the president, they can form an Executive Committee with two or more directors, but less than the entire board, to handle issues between board meetings.

SUMMARY: To address issues between regularly scheduled board meetings, directors may do the following:

1. Delegate authority to the president and/or manager,

2. Call a special meeting with 4-days notice,

3. Call an emergency meeting attended in person or via teleconference,

4. Address emergency issues via email or circulate a unanimous written consent, or

5. Call an executive session meeting for executive session issues.