Making HOA board decisions by email sounds like a convenient alternative to the norm. However, most HOA boards should be careful when doing official association business, no matter how big or small the decision may be.
What is an HOA Board Decision?
As the people responsible for running the HOA, the board needs to make decisions for the community’s good. These decisions are the official actions that the board is taking or will take. The decisions directors make may range from approving new vendor contracts to making financial decisions for the community.
HOA board decisions aren’t usually lightly made. For them to be formally adopted, they must be made in accordance with a process outlined in, or governed by, the HOA’s governing documents and state laws. Usually, this involves a meeting, a quorum, a proper vote on the matter, and the minutes of the meeting being recorded.
Why Boards May Consider an HOA Board Vote by Email
There are times when board members may be tempted to vote on official HOA matters via email. After all, most board members are volunteers with responsibilities outside the association. Some volunteers are also unaware of applicable HOA laws, leading them to believe that an email vote is acceptable.
Several issues easily arise when this mindset becomes prevalent in an HOA. Board members may start with smaller decisions, but they may make it a habit and use this method for major decisions. At that point, the actions taken by the HOA will need to follow the proper process to be acceptable.
Can an HOA Board Make Decisions by Email?
Apart from the HOA’s governing documents, state law also governs whether the board can make decisions via email. Both Washington and Oregon have laws that recognize electronic communication in some capacity, but they don’t consider private emails the same as a proper board meeting.
Washington
Homeowners’ associations in Washington should be careful when making decisions via email. According to the Washington Uniform Common Interest Ownership Act, particularly RCW 64.90.445, board meetings, other than executive sessions, are generally open to owners. This legislation also stipulates that boards must provide homeowners with enough opportunity to comment on matters prior to the vote.
The state does allow remote meetings if convenience is the problem. However, this is still not the same as an email, which is essentially private.
If the HOA opts to do remote meetings, the board will still need to communicate in real time. Additionally, votes during these meetings should also follow the proper voting process.
The legislation also limits the situations in which HOA boards can act without first discussing them in a meeting. This makes it risky for HOA boards in the state to make major decisions solely via email.
Oregon
Unlike Washington, Oregon seems more lenient on the matter. Under ORS 65.343, HOA boards may take action by email or other electronic means unless the governing documents provide otherwise.
While this is allowed, the association must still follow proper procedure. The board must send the proposal to every director and describe the matter to be decided. Each director is usually given around 48 hours to vote on the matter. Lastly, the announcement and vote record should be kept with the minutes or other official records.
While this law allows email as an alternative, HOA boards shouldn’t make it a habit to handle every decision via email. There is still another law at play, namely, ORS 94.644. This legislation generally requires board meetings to be open to residents, with limited exceptions for executive sessions
Is Voting via Email Allowed?
Voting via email is not really the same as homeowners voting by electronic ballot. Here’s what state legislation says on the matter.
Washington
In Washington, under RCW 64.90.455, resident voting is allowed without a meeting. However, it still needs to be done with a proper ballot, following the correct voting procedure. It should involve notice, the distribution of voting instructions, voting verification, and proper record-keeping.
While voting outside a meeting is allowed, this is still different than an email. HOA boards need to understand that a simple “yes” or “no” email is not the same as a proper ballot. It doesn’t satisfy the voting requirements stipulated by Washington state law.
The same thing applies to directors. A casual email thread should not be treated as a valid board vote unless it complies with the law and governing documents.
Oregon
Oregon state law allows electronic ballots in certain association matters. For planned communities, ORS 94.661 defines an electronic ballot to include email, fax, website posting, or another electronic communication method accepted by the board.
Even with this broader definition, which includes an email as a ballot, HOA boards still need to follow the proper voting rules. In this state, eBallot rules apply to homeowner votes, approvals, or consents.
Additionally, this provision doesn’t automatically give board members the go-ahead to privately discuss and decide all board business by email. The HOA board vote by email must still comply with the separate rules for board action, meetings, and association records.
Risks of HOA Board Decisions by Email
Making HOA board decisions by email exposes the HOA to many issues, even if the board means well. Here are some of the risks the HOA may face when this turns into a habit
Decisions may be challenged
A major risk HOA boards face when making decisions by email is that residents can easily challenge these actions. After all, decisions made by email are usually informal and may bypass a step where residents can express their opinions. These residents may say that the board didn’t provide enough or proper notice. They may also argue that the directors failed to hold an open meeting, thereby denying homeowners the right to observe.
Voting may need to be repeated
When residents successfully challenge the HOA’s informal actions and decisions, the board will be forced to revisit them through a proper meeting. This delays whatever actions are involved. It also wastes the association’s resources since the vote has to be repeated.
Possible additional costs
If HOA board members make decisions that are easily challenged, it may result in additional costs. In the worst-case scenario, legal fees may be incurred if a homeowner files a complaint.
Homeowner trust can suffer
Email is technically a private communication channel. Making decisions through this channel can leave residents outside the board feeling excluded from matters affecting the community. When many residents feel this way, they can question these decisions and lose their trust in the association.
Convenience vs. Transparency
Making HOA board decisions by email may save directors time. However, they also open the association to both legal and trust issues when boards use email as a replacement for proper meetings. To strike a balance, HOA boards may use email to prepare but still follow the proper decision-making process.
CWD Group offers HOA management services to community associations in Oregon and Washington. Call us today at 503-488-2008 or contact us online!
Related Articles:
- Oregon HOA Board Meeting Rules And Requirements
- HOA Election Recalls On The Rise: Why Is This Happening?
- Oregon HOA Insurance: What Your HOA Might Need
