The Pitfalls of High-Tech Communications
Written By: Nancy T. Polomis
Over the last decade, the use of e-mail communications has increased dramatically. Today, association board members frequently use e-mail to communicate with each other, the association's manager, attorney and vendors. Sometimes, board members' discussion on a topic essentially takes place via an exchange of e-mails, and, when a topic comes up at the next meeting, the matter has already been all but decided. For associations governed by the Minnesota Common Interest Ownership Act (MCIOA), such communications may violate the open meeting provisions of MCIOA.
Under MCIOA, all Board meetings must be open to all members, except when the discussion involves certain sensitive matters. Association members are entitled to attend Board meetings but may not participate without Board authorization. They are, in effect, an audience for the Board meeting.
Since association members are entitled to "watch the Board in action," a Board who acts via e-mail may indeed be violating the open meeting provisions of MCIOA. Board members may e-mail one another to exchange ideas, etc. (so long as two Board members does not constitute a quorum). However, if a quorum of Board members were to engage in an online chat room, or discuss issues and conduct votes via e-mail, such conduct may violate the open meeting law. The purpose of the law is to allow association members to be present when the Board discusses an issue or votes on that issue. Engaging in discussions and votes via e-mail circumvents that purpose.
Of course, emergency situations occur from time to time. In the event of an emergency, a quorum of Board members could use e-mail for discussion and voting on the issue creating the emergency.
There is, of course, no prohibition on e-mail communications regarding general association information financials, bid specifications, time or place of an upcoming meeting, etc. Absent an emergency, the Board simply cannot engage in discussions or votes via e-mail.
If e-mail communications are not used responsibly, we risk the possibility that the provisions of MCIOA could be modified to restrict or prohibit e-mail communication on any association matter. Board members must therefore appreciate the appropriate use of e-mail so that this efficient and effective tool of communication is not taken away.
