Taking Board Action Outside of a Meeting

There seems to be a lot of confusion lately surrounding the requirements for a board of directors taking action outside of a duly called and held board meeting.  Many boards meet infrequently and, therefore, need to approve certain association actions without waiting for the next meeting. So what are the requirements for doing so?

First, the association will want to check its Bylaws to see if there are any special requirements or prohibitions against taking board action outside of a meeting. If the Bylaws are silent, then each board member must be notified in writing of the proposed action to be taken and each board member must (a) vote in favor of the action in writing or (b) vote in writing against the action, abstain from voting in writing or fail to respond or vote. (if even one board member objects to taking the proposed action outside of the meeting, then the procedure won’t work).

The action is deemed approved if the majority of the entire board (or some other percentage that may be required in the Bylaws that is specifically applicable to taking board action outside of a meeting) approves the action. The association should retain copies of the vote and it is recommended that the action be formally ratified at the next board meeting.