action without meeting - members

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Taking an action without a meeting is conducting a vote without holding a meeting, such as by return ballot or by petition.  If the vote passes, then the action (the subject of the vote) was taken without a meeting.  In today's world, taking action without a meeting is an important and often-used tool.  For votes by the members, it allows all members to participate even when the various members' schedules or locations don't permit attendance at a meeting.

A meeting is a gathering of the members in a way that the members can communicate live and in real time.  Actions may be taken without a meeting (such as by mail-in or email ballot).  However, specific requirements must be followed as dictated mostly by the Nonprofit Act.

Two Methods to Take Action without Meeting

The members of the association may take action without a meeting in either of two ways:

  1. Written Ballot.  By giving notice and a written ballot to all members under § 16-6a-709 "Action by written ballot."
  2. Written Consents Without Notice.  Without first giving notice to all members, by a petition-style action where the required number of members must sign something in favor of the action.  See § 16-6a-707 "Action without meeting."

1.  Action by Written Ballot.

Any vote or action that can be taken at a meeting can be taken without a meeting by a written ballot process, unless the bylaws specifically require that a vote or action may not be taken without a meeting.  (See footnote 1 to § 16-6a-709 for discussion on what language bylaws must contain to require a meeting).

The Ballot

The association must

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Statutes and Cases:

(For reference: 57-8 is the Condo Act, 57-8a is the Community Association Act, 16-6a is the Nonprofit Act)

16-6a-1601. Corporate records
16-6a-1704. Saving provisions
16-6a-707. Action without meeting
16-6a-709. Action by written ballot
16-6a-710. Members' list for meeting and action by written ballot
Levanger v. Vincent (strict compliance, voting procedures) '00
Park West Condo v. Deppe (which law governs, strict compliance) '06
Swenson v. Erickson (amending covenants) '07