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 meeting of the board may be called by the president or by any two members of the board other than the president. (Civ. Code §4923.) 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 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.
- 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. (Civ. Code §4910(b)(2).) If an emergency meeting is conducted via email, the written consent or consents must be filed with the minutes of the board meeting. These written consents may be transmitted electronically. (Civ. Code §4910(b)(2).) 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. (Civ. Code §4090(b).) Once a quorum is present, emergency action can be approved by a majority of directors present.
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