Is Email Wrecking Your Board Governance?
By Terry Gibson, COF Board Member
We recently received this question from one of our members:
Our Condo Board has been taking care of business between regular meetings by using email. A board member will make a motion, another will second it and then the members will start voting on it.
As soon as the board member who made the motion sees a majority of “yes’s, the board member will declare it passed — even before the others have not had time to comment on it.
I wonder whether this method of doing Condo Board business would meet good normal rules of practice.
Email – We Love It! Email is so effective: I can send a message to many people – very quickly!
Email decision making is common by many Boards these days, particularly for urgent matters. However, don’t forget to document the decision in your condo Board minutes. If a decision is not registered in your Board Meeting Minutes, then legally – it didn’t really happen.
The only way that decisions by a Board of Directors of a Condo — or any other organization for that matter — can legally be documented is through a motion approved by the Board.
To address this, if an urgent decision is needed/made by email, it must be ratified at a subsequent formal meeting of the Board and thereby becomes part of the legal record – the Board minutes. A consent agenda can be used to minimize the time taken at the subsequent meeting.
Legally documenting Board decisions in official Board minutes cannot be compromised. The role of the Board Secretary in facilitating this is very important. Most of us have poor memories. Poor documentation of past decisions made can have very difficult legal, expensive and related impacts. Running a condominium board is the same as running a business. Good record keeping is essential.
Using emails to record Board decisions and neglecting to reflect those decisions in your minutes can expose the Corporation or individual Board members to risk.
Having said all this, we believe face-to-face meetings are important and that Boards should use emails for decision-marking in only rare circumstances.
When a Board meets in person, they can explore various alternative actions and build on each other’s strengths.
One of the benefits of a Board is to reflect a diversity of experience and viewpoints. If all Board Members think alike, then ignorance is bliss and they will make poor decisions just because of their lack of knowledge.
How many times do we experience better decisions when we meld the different perspectives together? Any Board that has diversity of age, gender, education, life and work experience is more effective than one that does not have such diversity.
There is considerable value added to decision making through the discussion about a motion. And yes. it takes time.
The key question is
Do you want fast decisions or the best decisions for your condominium?We are hearing more and more about Boards moving to using email. Email, however, doesn’t allow the debate and improvement that results.
In conclusion, email is useful and necessary. However, we are hearing more and more of Boards using it too much. By not meeting face to face to discuss issues, we face the risk of making poorer decisions.