In a previous article, we discussed use of electronic communications to conduct business of associations governed by Minnesota Statutes Chapter 515B, the Minnesota Common Interest Ownership Act (MCIOA). (See our Spring 2008 newsletter.) As that article indicated, boards acting on behalf of associations governed by MCIOA are required to have open board meetings except when the discussion involves certain sensitive matters (as enumerated in MCIOA).
Not all associations, of course, are governed by MCIOA. For those associations not governed by MCIOA, only the Minnesota Nonprofit Corporations Act (Chapter 317A) applies. Under that statute, a board may hold meetings via remote communication, provided everyone participating is able to "hear" each other simultaneously (conference call, private chat room, etc.). Since exchanges of electronic mail messages do not allow for simultaneously "listening," an e-mail exchange does not count as a permissible meeting by remote communication.
A vote of the directors may be taken by e-mail if the e-mail is simply to vote not to discuss the issue being voted upon and the vote is unanimous. If the e-mail votes represent a unanimous decision of the board, then e-mails collectively can constitute a unanimous written consent resolution of the board. If the e-mail vote is not unanimous, however, the e-mail vote is not effective. For a valid "non-unanimous" vote, the board must hold a meeting, either in person or via permissible remote communication and take the vote at the meeting.
Using e-mail as a means of communication is often an efficient, effective means of conveying information to a group of people. However, its use has limitations, and directors must appreciate those limitations if directors are to carry out their duties within the parameters of the law.
For additional information, contact us at 952-941-4005