Action Taken Outside of Meeting
1. Action Taken Outside of MeetingPosted by Virginia 08-08-2024 01:04 PMMore and more BOD decisions on a specific issue are made outside of the regular BOD meeting. The Covenants allow this with the consent of all Directors, but the action must be included in the minutes of the next Board meeting. I am confused about how the email exchange documenting the action should be worded. Does anyone have an example they can share?
2. RE: Action Taken Outside of MeetingPosted by Elle 08-08-2024 01:46 PMHi Virginia,Good question!When I asked for board votes by e-mail, I used these guidelines. Training board members to follow them was a challenge, but we got there.To: -- al board members and the association's umbrella addresscc: -- association managerFrom -- meSubject: VOTE [specific category/ subject]In the body. set up the vote, just like you would in a board meeting.Ask board members to vote by e-mail and reply all with their vote.Any discussion or non-agreeing vote means that the topic must be handled in a board meeting.If all board members agree, I reply all with an e-mail that concretizes the vote.This e-mail string, then, is available for any legal review -- you are creating a legal document: part of the as association's history -- and include its motion and decision in the next board meeting minutes.PS: We also require that all board business be handled using association-specific e-mail addresses. Here's why: should any legal subpoena give access to an e-mail address for association legal business, most don't want their personal or other business e-mail so 'inspected', searched and appreciate what might be revealed.
3. RE: Action Taken Outside of MeetingPosted by Jim 08-08-2024 06:28 PMVirginia, our bylaws allow our board to take action outside of a meeting as long as all board members respond. We have an email archive that is a recipient on our board's email distribution list. All emails sent to the board or between board members are archive forever for member inspection. I send an email with the subject "ACTION OUSIDE OF A MEETING: Summary of the Action Blah Blah Blah". I ask all board members to "reply to all" so that every board member sees each other's response. The email contains a motion just like on the agenda for a regular board meeting. I usually use the president's name for the motion maker: Whereas ... I, board-member-name, move to do something about something.If everyone responds and a majority vote in favor, it is recorded in the minutes of the next regular or special board meeting.vii. Recording Prior "Action Outside of a Meeting" via email a. Summary of the Action Blah Blah Blah Whereas ... I, board-member-name, move to do something about something. Motion Carried via email on date Voting in Favor: names Voting Opposed: namesWe try very hard not to do much action outside of a meeting because it is by its nature shielded from owner input and knowledge until after the fact. It is for emergency or urgent use only.
4. RE: Action Taken Outside of MeetingPosted by Connie 08-08-2024 06:50 PMNm, excellent practice! We should all follow this lead.
5. RE: Action Taken Outside of MeetingPosted by Ned 08-09-2024 04:28 PMWe're very similar to what Jim's described.To start, like Jim the discussion starts with an email to the entire board distribution list which includes the building manager. Every email must be replay to all. If someone goofs and sends an email solely to me or only to the building manager, we have them resend the email to everyone on the list. No vote is official unless every board member has responded to the vote. Not responding is the same as a veto. We haven't had a problem of someone not responding in the time I've been president.As to the minutes, we treat the motion, discussion, who was in attendance, etc. like any meeting. The one difference is that we not that the meeting was online in the minutes and date the meeting with the day the first email on the topic was sent out, to, the date when the voting was finished. Other than that, there's really no difference in the look or content of the minutes.We try very hard to minimize these between meeting actions. There has to be a specific, important reason to have the discussion and take action on an issue prior to the next scheduled board meeting. To take action between meetings means there must be a serious reason discussion and action can't wait or an important timing issue that could be a real money saver.I should add that all emails are saved on our server so we have a complete record of the vote and discussion preserved in a specific folder, just in case. We don't ever purge those folders from our server.
6. RE: Action Taken Outside of MeetingPosted by Dave 08-10-2024 10:55 PMTake the special Email sent out for Actions Without a Meeting and put it in a Word document. As each Board member replies, I copy their response, including date & time, into the document. The last approval response becomes the effective date of the action. I take the finalized document and attach it to the Agenda for the next meeting and then it also becomes an attachment to the Minutes of the meeting. Pretty simple. 7. RE: Action Taken Outside of MeetingPosted by Anonymous 08-09-2024 02:19 PM Virgina- Below is a redacted version of an AOM my Residential Board of Directors just approved. We will then ratify in our Board meeting next week. While we could have waited until the Board meeting, we wanted to lock in pricing for the materials. If my AOM includes cost to be split with other budgets and entities, I state each entity's portions- Commercial total: $XYZ, Retail total: $XYZ for a grand total of $XYX. In some cases, I also state where the money is coming from - operating or reserves and we make sure to include that in the minutes. From: Sent: Thursday, August 8, 2024 9:38 AMTo: Cc: Subject: XXX Construction Contract for XXXX - Action Outside of a Meeting<u1:p></u1:p>Good morning, XXX-Your approval is requested to move forward with the XXXX component of the XXX Project. Approval for not to exceed $80,000 is requested which includes 1) contracting with XXX Construction for ordering, finalizing shop drawings with XXX engineers, and installation of the XXX Panels (see attached contract for $73,525.63), 2) possible contract price escalations driven by change order process (only if necessary), and 3) funding for architect's fees to consult with contractor and inspect contractor's work. Your approval of the following motion is requested.
MOTIONMotion to Approve contract with XXX Construction for the ordering, finalizing shop drawings with XXX engineers, and installation of XXX Panels on the pergola on the 6th floor Amenity Deck at a price not to exceed (NTE) $80,000. Included in the NTE are funds for possible change orders (only if necessary) and funds for architect's fees for consulting with contractor and inspecting contractor's work for compliance to design specifications approved in building permit issued by City of Denver. Bylaws. Any action that may be taken at a board meeting may be taken without a meeting by this process and with the written consent of all Board Directors. Pursuant to C.R.S. § 7-128-202, this notice must contain the following: 1. Proposed Action to be taken and Time by which a board member must respond. The voting window will remain open until 5 PM on Sunday, August 11, 2024. Pursuant to C.R.S. § 7-128-202 and section 4.2.2. i. of the XXX Condominium Associations governing documents.Should any Director not record a vote by this time, that Director will have failed to respond and shall have his or her vote recorded as an abstention. In addition, should any Director feel that this motion should be made at an open meeting of the Directors, please make that known by the close of the voting window. Once one Director has requested to consider the motion at an open meeting, the motion shall be moved to the next regularly scheduled Board meeting. 8. RE: Action Taken Outside of MeetingPosted by Virginia 08-09-2024 05:56 PMThis is terrific. Exactly what I needed. 9. RE: Action Taken Outside of MeetingPosted by Erin 08-09-2024 05:18 PMThis is great information because we were not made aware of how action taken outside of a Board meeting should be handled until a few months ago.The majority of our votes are done by email because we want to avoid delays for our owners and vendors. The item is then added to the agenda for the next meeting to be recorded in the minutes. If all Board members do not vote the same way or respond to the email, the item is added to the agenda for the next meeting to be voted on during that meeting.I do like the idea of noting in the minutes that the action was taken outside of a Board meeting and also including the date of that vote by email.
6. RE: Action Taken Outside of MeetingPosted by Dave 08-10-2024 10:55 PMTake the special Email sent out for Actions Without a Meeting and put it in a Word document. As each Board member replies, I copy their response, including date & time, into the document. The last approval response becomes the effective date of the action. I take the finalized document and attach it to the Agenda for the next meeting and then it also becomes an attachment to the Minutes of the meeting. Pretty simple. 7. RE: Action Taken Outside of MeetingPosted by Anonymous 08-09-2024 02:19 PM Virgina- Below is a redacted version of an AOM my Residential Board of Directors just approved. We will then ratify in our Board meeting next week. While we could have waited until the Board meeting, we wanted to lock in pricing for the materials. If my AOM includes cost to be split with other budgets and entities, I state each entity's portions- Commercial total: $XYZ, Retail total: $XYZ for a grand total of $XYX. In some cases, I also state where the money is coming from - operating or reserves and we make sure to include that in the minutes. From: Sent: Thursday, August 8, 2024 9:38 AMTo: Cc: Subject: XXX Construction Contract for XXXX - Action Outside of a Meeting<u1:p></u1:p>Good morning, XXX-Your approval is requested to move forward with the XXXX component of the XXX Project. Approval for not to exceed $80,000 is requested which includes 1) contracting with XXX Construction for ordering, finalizing shop drawings with XXX engineers, and installation of the XXX Panels (see attached contract for $73,525.63), 2) possible contract price escalations driven by change order process (only if necessary), and 3) funding for architect's fees to consult with contractor and inspect contractor's work. Your approval of the following motion is requested.
MOTIONMotion to Approve contract with XXX Construction for the ordering, finalizing shop drawings with XXX engineers, and installation of XXX Panels on the pergola on the 6th floor Amenity Deck at a price not to exceed (NTE) $80,000. Included in the NTE are funds for possible change orders (only if necessary) and funds for architect's fees for consulting with contractor and inspecting contractor's work for compliance to design specifications approved in building permit issued by City of Denver. Bylaws. Any action that may be taken at a board meeting may be taken without a meeting by this process and with the written consent of all Board Directors. Pursuant to C.R.S. § 7-128-202, this notice must contain the following: 1. Proposed Action to be taken and Time by which a board member must respond. The voting window will remain open until 5 PM on Sunday, August 11, 2024. Pursuant to C.R.S. § 7-128-202 and section 4.2.2. i. of the XXX Condominium Associations governing documents.Should any Director not record a vote by this time, that Director will have failed to respond and shall have his or her vote recorded as an abstention. In addition, should any Director feel that this motion should be made at an open meeting of the Directors, please make that known by the close of the voting window. Once one Director has requested to consider the motion at an open meeting, the motion shall be moved to the next regularly scheduled Board meeting. 8. RE: Action Taken Outside of MeetingPosted by Virginia 08-09-2024 05:56 PMThis is terrific. Exactly what I needed. 9. RE: Action Taken Outside of MeetingPosted by Erin 08-09-2024 05:18 PMThis is great information because we were not made aware of how action taken outside of a Board meeting should be handled until a few months ago.The majority of our votes are done by email because we want to avoid delays for our owners and vendors. The item is then added to the agenda for the next meeting to be recorded in the minutes. If all Board members do not vote the same way or respond to the email, the item is added to the agenda for the next meeting to be voted on during that meeting.I do like the idea of noting in the minutes that the action was taken outside of a Board meeting and also including the date of that vote by email.