Sorry, I could not remember if I stated my question correctly, so here it is again: In Michigan do the Non-Profit Corporation laws and the Michigan Condo Act allow Property Owner Associations or HOAs to use email to conduct Board meetings and propose motions and vote on those motions?
Under the MI non-profit law,(NNN) NNN-NNNN if the bylaws state that a vote may be taken by electronic transmission, then the board and even the shareholders may act without an actual physical meeting and have an electronic vote by email. If the bylaws do not provide for this, then they cannot do so and must meet in person to conduct votes.
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I agree that Michigan Non-Profit Corp law allows votes to be taken by electronic transmission. But what is included in Electronic transmission? My understanding is that conference calling where all partricipants can hear and be heard and all members agree to its use to conduct the meeting is permitted. Does the law you stated cover using email by a Board to conduct a meeting and to use email to propose motions and to vote on motions?
Electronic transmission includes email communication, fax or teleconference. (NNN) NNN-NNNNstates:(5) "Electronic transmission" or "electronically transmitted" means any form of communication that meetsall of the following:(a) It does not directly involve the physical transmission of paper.(b) It creates a record that may be retained and retrieved by the recipient.(c) It may be directly reproduced in paper form by the recipient through an automated process.
How can email be used by a Board to propose and vote on motions when there is not provided an opportunity by all Board members to read and hear concurrently what is happening in the meeting?
The fact is that if the bylaws allow it, then there is a written record of the transmissions regarding the motions. There absolutely is an opportunity to read everything about the motion and they can read the emails of the other members that are sent as well. This is a permissive law, so if the organization does not like the method they can remove the clause from the bylaws allowing it by proposing a bylaw change and having it voted on. Nowhere in the law does it say that someone has to "read and hear concurrently" to make a valid and proper decision on a motion or proposal.