Condo Board Members Vote by Email; Changes Vote After the Fact

D.L. from Fairfield County writes:

Dear Mister Condo,

Dear Mr. Condo – I am a unit owner in a 26-unit condominium. The Board of Directors voted unanimously via email to hire a contractor to perform emergency work due to the flooding of a unit by a renter.

Approximately two (2) days after the vote the Secretary notified the Management Company and the Board that she was changing her vote after speaking to the homeowner whose renter caused the water damage, as his contractor was the one not agreed to be hired.

As a result of the vote change, the President, one of only three (3) directors resigned and there are only two (2) directors (less than a quorum) remaining on the board.

I have the following three (3) questions:

1. Does the original internet vote stand?

2. The annual meeting is coming up on June 21st. Can that meeting take place without a quorum?

3. If the annual meeting cannot take place due to the lack of a quorum, what is the process by which the unit owners can call a meeting to elect a new board and adopt the annual budget?

Mister Condo replies:

D.L., Wow! You have a lot if issues at your condo, don’t you? If the internet vote was legal, meaning the association has allowed for the Board to vote by email, then the vote was valid. Unless your by-laws allow for Board members to change their vote after the fact (highly unlikely) then the vote should have stood, regardless of who resigned after the vote. That being said, there is the issue of practicality and what can actually be done now that the Board has fallen apart. The concept of quorum is an important one and you need to look at your governing documents and state law to determine when a quorum is achieved and what happens when the quorum is not achieved. Keep in mind that a quorum for an Annual Meeting is far different than a quorum for a Board meeting. As long as you achieve quorum at your Annual Meeting, you can simply elect new Board Members to fill the vacancies. With only 26 units, you have the added challenge of finding interested candidates. If quorum is not achieved, typically the previous year’s budget continues in place until next year’s Annual Meeting. The remaining Board members typically have the power to appoint directors to fill vacancies if warranted. If there is no quorum requirement for the Board, the existing members can serve out their terms and run for reelection when the time comes. Your question demonstrates some of the challenges faced by smaller associations. You have the same need for volunteers to serve on your Board but a much smaller pool of unit owners to choose from. I hope that you and few of your well-meaning neighbors will consider running for the Board at your next election. If it cannot wait until then, your condo documents very likely spell out the rules for calling a Special Meeting of Unit Owners. This is not that common but it can be done. My advice is to wait until your Annual Meeting and have a qualified and interested slate of candidates who will do a better job of running your association. Good luck!

One thought on “Condo Board Members Vote by Email; Changes Vote After the Fact

  1. Unless this condo’s documents are highly unusual, two members of the board should still constitute a quorum of the board. Also, the bylaws often have a provision to allow the remaining board members to appoint someone to fill the unexpired term – and in some cases, less than a quorum can do that, depending on how the bylaws are written.

    The normal course of events for a board to change a motion would be a subsequent motion. If the email vote was valid, it would take an additional motion to reverse the prior, properly passed motion. If the email vote required unanimous consent, once that consent was given, then a new motion would be needed.

    Disclaimer: I’m not an attorney and this is not legal advice.

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