Emergency Defined. An "emergency meeting" is defined as one where "there
are circumstances that could not have been reasonably foreseen which
require immediate attention and possible action by the board, and which
of necessity make it impracticable to provide notice as required by this
section." (
Civil Code §1363.05(g)).
Calling an Emergency Meeting. An emergency meeting of the board may be called by the president or by any two members of the board other than the president. (
Civil Code §1363.05(g)). Email discussion of director availability for the meeting as well as the date and time for the meeting is allowed. Scheduling discussions are not deemed "board meetings" and do not violate the Davis-Stirling Act.
Notice to Members. Posting a membership notice and an agenda is not necessary since the meeting, by its nature, is unexpected and immediate.
Fiduciary Duty. In an emergency where immediate board action is
required, if a director does not have a legitimate reason for refusing
to waive the 48-hour notice to directors required by Corp. Code §7211(a)(3), that director may be in breach of his/her fiduciary duties.
Form of Meeting. Emergency meetings may be held by any of the following methods:
- In Person. Directors can gather together at a physical location and convene a meeting to address the emergency.
Email. Email may be used as a method of conducting emergency meetings provided, however that all members of the board consent in writing to the action. (Civil Code §1363.05(j)(2)(B)). If an emergency meeting is conducted via email, the consent by directors must be made part of the minutes
of the next open meeting of the board. (Civil Code §1363.05(j)(2)(B)).
Only the signed consent needs to be filed with the minutes--not the
discussion. As with regular meeting minutes, the minutes should reflect
the action taken by the board, not a transcript of the discussion.
Telephone-Video Conference. If one or more directors do not agree to meet via email, the board can meet by teleconference or video conference. (Civil Code §1363.05(k)(2)(B)).
Once a quorum is present, emergency action can be approved
by a majority of directors present.
Unanimous Written Consent. A "unanimous written consent" is an
action without a meeting.