Posts Tagged ‘HOA Boards’

HB75: Board Action Without a Meeting

Monday, June 26, 2017 posted by Mindy Knudsen 3:40 PM

Article by David Houston, LAC Vice Chair/Public and Legislative Relations Chair and Coral Canyon Community Manager.

In 2015 I wrote an article detailing the provisions in HB 99 (Open Meetings Law). Now, I would like to address the exception to that law as defined in HB 75. Title 57, Chapter 8 Section 57 is where the exception is provided for “Board Action without a Meeting”.

There can be strong opinions on both sides of this discussion. If you are on a board or part of the management and are trying to get work done posthaste waiting for a board meeting can be frustrating and you can lose momentum. Likewise, if you are a homeowner and want to ensure the board is following due diligence and not having access to the decision process can be equally concerning.

Title 16, Chapter 6a, Part 8, Section 813 sets the conditions for “Action without a Meeting” as follows:

  1. a. Unless otherwise provided in the bylaws, any action required or permitted by the chapter to be taken at a board of directors meeting may be taken without a meeting if all members of the board consent to the action in writing.
  2. Action is taken at the time the last director signs a writing describing the action taken, unless, before that time, any director revokes a consent by writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors.
  3. Action is effective at the time it is taken unless the board of directors establishes a different effective date.
  4. a. Unless otherwise provided in the bylaws, any action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if notice is transmitted in writing to each member of the board and each member of the board by the time stated in the notice:

(i) Signs a writing for such action; or

(ii) Signs a writing against such action, abstains in writing from voting, or fails to respond or vote;

(iii) Fails to demand in writing that action not be taken without a meeting.

  1. The notice required by subsection (2)(a) shall state:

(i) The action to be taken;

(ii) The time by which a director must respond to the notice;

(iii) That the failure to respond by the time stated in the notice will have the same effect as;

  1. Abstaining in writing by the time stated in the notice; and
  2. Failing to demand in writing by the time stated in the notice that action not be taken without a meeting; and

(iv) Any other matters the nonprofit corporation determines to include.

  1. Action is taken under the subsection (2) only if at the end of the time stated in the notice transmitted pursuant to subsection (2)(a):

(i) The affirmative votes in writing for the action received by the nonprofit corporation and not revoked pursuant to subsection (2)(e) equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all the directors then in office were present and voted; and

(ii) The nonprofit corporation has not received a written demand by a director that the action not be taken without a meeting other than a demand that has been revoked pursuant to subsection (2)(e).

  1. A director’s right to demand that action not be taken without a meeting shall be considered to have been waived unless the nonprofit corporation receives such demand from the director in writing by the time stated in the notice transmitted pursuant to subsection (2)(a) and the demand has not been revoked pursuant to subsection (2)(e).
  2. A director who in writing has voted, abstained, or demanded action not be taken without a meeting pursuant to this subsection (2) may revoke the vote, abstention, or demand in writing received by the nonprofit corporation by the time stated in the notice transmitted pursuant to subsection (2)(a).
  3. Unless the notice transmitted pursuant to subsection (2)(a) states a different effective date, action taken pursuant to this subsection (2) is effective at the end of the time stated in the notice transmitted pursuant to subsection (2)(a).
  4. a. Unless otherwise provided by the bylaws, a communication under this section may be delivered by an electronic transmission.
  5. An electronic transmission communicating a vote, abstention, demand, or revocation under subsection (2) is considered to be written, signed and dated for the purposes of this section if the electronic transmission is delivered with the information from which the nonprofit corporation can determine:

(i) That the electronic transmission is transmitted by the director; and

(ii) The date on which the electronic transmission is transmitted.

  1. The date on which an electronic transmission is transmitted is considered the date on which the vote, abstention, demand, or revocation is signed.
  2. For purposes of this section, communications to the nonprofit corporation are not effective until received.
  3. Action taken pursuant to this section:
  4. Has the same effect as action taken at a meeting of the directors; and
  5. May be described as an action taken at a meeting of the directors in any document.

As you can clearly see there is nothing simple about this policy but our goal is to help keep our members informed and to encourage all concerned to act on behalf of their communities. Both the Utah Chapter of the Community Association Institute (UCCAI) and the Utah Legislative Action Committee (ULAC) are here to help reach that goal. Please visit our websites: www.uccai.com and www.utahlac.com and stay engaged.

 

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Solar legislation

Tuesday, July 12, 2016 posted by Mindy Knudsen 12:55 PM

Article by LAC member and manager at Advantage Management, Jason Sucher. Solar panels and future legislation that will affect Utah homeowners is a hot topic. Read this article on the UCCAI site.

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SB 40 – Board Action without Meeting

Monday, June 6, 2016 posted by Mindy Knudsen 3:25 PM

Article by LAC member and attorney Miller Harrison, Michael Miller:

While SB 99 from the 2015 legislative session required Board meetings to be open to all Association members, the Utah legislature, effective May 10, 2016, has provided 2 ways by which a Board can take action without a meeting. Read this article on the UCCAI site.

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Post Legislative Update Webinar

Friday, April 24, 2015 posted by Mindy Knudsen 2:23 PM

You can view UCCAI’s Post Legislative Webinar to learn how new laws and changes made during the 2015 legislative session will impact your Utah community and the HOA industry from our Utah Legislative Action Committee panelists.

Webinar

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Give Us Your Legislative Ideas

Wednesday, April 8, 2015 posted by Mindy Knudsen 11:45 AM

If you are aware of issues and would like to offer suggestions for upcoming legislation, please send us your information and ideas through this short survey.

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