Adams Stirling PLC


2-Minute Video

Emergency Defined. An "emergency" is defined as "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" to the membership. (Civ. Code § 4923; Civ. Code § 4930(d)(1).)

Calling an Emergency Meeting. An emergency board meeting may be called by the president or by any two members of the board other than the president. (Civ. Code § 4923.) Email discussions of directors' availability for the meeting, as well as the date and time for the meeting, are allowed. 

  • 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 Corporations 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.
  • Telephone-Video Conference. The board can meet by teleconference or video conference. (Civ. Code § 4090(b).) Once a quorum is present, emergency action can be approved by a majority of directors present.
  • Unanimous Written Consent. Email may be used as a method of conducting an emergency meeting, provided all members of the board consent in writing to the meeting. The written consent or consents must be filed with the minutes of the board meeting. (Civ. Code § 4910(b)(2).) Once the board agrees to hold the meeting via email, any votes on emergency items need not be unanimous. A simple majority is sufficient to approve an item of business. (LNSU #1 v. Alta Del Mar Coastal Collection Cmty. Ass'n.)

Minutes. Minutes of the emergency need to be taken. If the meeting was an executive session, the meeting must be generally noted in the next open session board meeting. For example, the Board met in executive session on [date] to discuss potential litigation.

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Adams Stirling PLC