Below is a helpful tip from the Davis-Stirling.com Newsletter by ADAMS | STIRLING PLC regarding . . .
QUESTION: At our last board election, an attorney did a board orientation. Someone asked whether email communications beyond scheduling meetings were okay for board members. The attorney stated that since meetings are defined as a quorum of directors hearing, discussing, or deliberating on board business, emails are arguably “okay” since the directors wouldn’t be “hearing” anything. A bunch of us in the audience were wondering… is this really true?
ANSWER: No it’s not true. The Open Meeting Act does not state “hearing, discussing, and deliberating,” it uses the word “or.” If the board does any one of those things, it’s a meeting. A meeting is defined as:
A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board. (Civ. Code §4090(a).)
Effective January 1, 2012, boards of directors “shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail” except for emergencies. (Civ. Code §4910(b).)
Administrative matters such as scheduling meetings and deciding what to include on the agenda are acceptable emails between directors. It is possible the attorney was referencing emergency meetings as an exception to email meetings by directors.
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