Board members all over the place. Immediate vote necessary. Call an in person meeting, have a telephone call, or vote by email and then ratify the vote at a duly called Board meeting. The Second Department Appellate Court in New York just validated the informal email vote with a follow up later, formal ratification by a condominium Board in 19 Pond, Inc. v. Goldens Bridge Community Association, Inc..
The Condominium Board decided to exercise its right of first refusal with regard to the sale/purchase of a condominium unit. The Board decision was by a vote by email which the Court recognized was not allowed under the applicable New York statutes or the condo’s by laws. However, the Board took the next required step of ratifying its email vote at the next formal meeting of the Board. The Second Department which hears appeals of Westchester, Brooklyn, Long Island and Queens Supreme Court decisions, upheld the Board’s practice of using email to vote as long as it is subsequently ratified at a duly called and formal meeting.
It was critical that the Board members used and maintained all of their emails. In many cases, Board members are using personal or work emails rather than a Board-centric email account so emails are all over the place. Cases like this one may not take place for months or years after the email vote. Imagine having to go back and corral individual Board Member emails regarding the vote months or years after it takes place. Board Members may no longer be on the Board or able to access their personal or work email used in the vote at issue.
A Board must have complete, unfettered control over its Board member’s emails used in conducting Board business. Otherwise the entity, Board and individual Board members are at risk. When controlled, however, email can be a very useful way for Board members to communicate and now vote (with a subsequently ratification if email vote alone is not allowed) between formal Board meetings.