By Beth Mulcahy, Esq.
During the Summer months, many board members travel outside of Arizona to escape the heat. Due to travel schedules during June, July and August, sometimes it is difficult for the board to obtain a quorum to have a board meeting.
Under Arizona law, all meetings of the association must be conducted in the State of Arizona. However, A. R. S. Section 33-1804(D)(3) and 33-1248(D)(3) permits any or all board members to participate in a regular or special board meeting through the use of any means of communication by which all directors and owners participating in the meeting may simultaneously hear each other during the meeting. As such, board members can appear at board meetings via a conference call, SKYPE, FaceTime, or the website “GoToMeeting.com” and still be in compliance with the law so long as the actual meeting takes place in Arizona and the directors and owners participating in the meeting may simultaneously hear each other during the meeting.
If it is impossible or difficult for the board to meet in person or telephonically during the Summer months, don’t forget that decisions by the board outside of a board meeting can be made by the board via unanimous written consent. Pursuant to Section 10-3821 of the Arizona Non-Profit Corporation Act, the board may also conduct business through action by unanimous written consent in lieu of a meeting. The board may use email to obtain unanimous consent in writing. However, if discussion and deliberation among the board is necessary to make a decision, a regular board meeting must be conducted. Any discussions without noticing a meeting would be in violation of the Arizona Open Meeting Law, as the membership would not have the opportunity to hear the conversation and participate before a decision is made. Because the membership has a right to attend and participate in meetings of the board, our firm recommends that actions by unanimous written consent be limited.
We hope that these suggestions help your board have effective board meetings during the Summer months!