My co-op board uses e-mail to vote. It is not in the bylaws or the proprietary lease. First they call each other on the phone or meet in person, then they gather enough votes to impress other board members. Then the clique that holds the most votes says vote this way or be ostracized. Most of the votes are controlled by a xenophobic group of board members that bully their wishes on the rest of the unresisting members. Our president has moved to another city for five or more months and subletted her apartment. In our house rules if you are missing for three months running, you’re out of office, but the board lets her serve.
In my co-op, we try to reach consensus. This means creating an environment where everyone is respected and feels safe to say their piece. And I, as president, need to have the inner self-esteem to hear criticisms of my own role on occasion.
For us, voting by e-mail is a necessity; however all board members are copied and the main discussion occurs with a “reply to all.” However, one cannot control what conversations occur on the sidelines, even in a board meeting.
Regarding the president, who lives somewhere else, I cannot see how they can lead well. I need to perform occasional walkthroughs so I can see, with the perspective of a buyer usually, what needs to be repaired or improved. I need to hear what the shareholders are saying too.
I suggest that for the welfare of the shareholders that they resign or someone else voted in as president.
In reference to your board voting by e-mail, have your bylaws been amended to explicitly allow a board vote by e-mail? If so, would you share the language?
If there is no language in your bylaws explicitly allowing a board vote by e-mail, then aren’t you in technical violation of the bylaws? This has been our concern.
An alternative solution we take advantage of is the conference call. We have found that there are many free conference call services available on the internet that work very well. As you know, in a conference call everyone can hear and be heard in real time, which seems to be the requirement in our bylaws for a board meeting to take place.
Although we discuss via e-mail and may reach a consensus that way, voting by e-mail seems to be voting without actually having called a meeting to order. We have been advised that voting outside of an actual board meeting would violate our bylaws and possibly state law, which would place us in jeopardy of being in breach of our duties.
We have nine board members. I usually wait until six members reply in the affirmative (excluding myself) before taking action; that way we avoid questions of quorum. Sometimes the e-mail conversation indicates that more discussion is necessary on the topic and then the issue is tabled until the next board meeting. Our goal on votes is consensus although we don’t always get it.
Our bylaws allow for the use of an executive committee to act between meetings.
Our board also has power to change the bylaws (which can be overruled by the shareholders at the next annual meeting although that has not happened). Our board has only changed the bylaws once in my memory. That was to enable the ousting of a member who did not show up for three meetings. We have never yet used that clause.
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