[HCoop-Discuss] Legitimacy of board action without a formal meeting

[Franklin Gordon Bynum]

On Fri, 8 Aug 2008 09:12:53 +0200, "Björn Lindström" <bkhl at hcoop.net>
wrote:
> (Did we by the way decide that all board members have to vote for an
> e-mail voting like this to be valid?)

I am not a lawyer (yet).  The applicable Pennsylvania statute is below. 
The board should be able to act without a formal meeting so long as all
directors give unanimous consent in a signed writing (e-mail should
suffice).

However, we should clarify this procedure in a bylaw that sets forth a
specific procedure as to how the board can act like this.  For example,
perhaps each board member shall make a public pgp key accessible in a
conspicuous place (public keyserver or personal site) and sign the message.
 We should also have some defined procedure for the secretary to keep track
of these types of actions.

The unanimity requirement, while likely modifiable by member-adopted bylaw,
should be kept in place, though, for this kind of procedure.  If there is
dissent (or even absence) the formal meeting procedures should remain.

I'll work on this and have a proposal in time for the next board meeting.  



15 Pa.C.S.A. § 5727. Quorum of and action by directors

  (a) General rule. — Unless otherwise provided in the bylaws, a
majority of the directors in office shall be necessary to
constitute a quorum for the transaction of business and the acts
of a majority of the directors present at a meeting at which a
quorum is present shall be the acts of the board of directors.

  (b) Action by written consent. — Unless otherwise restricted
in the bylaws, any action which may be taken at a meeting of the
directors may be taken without a meeting, if a consent or
consents in writing setting forth the action so taken shall be
signed by all of the directors in office and shall be filed with
the secretary of the corporation.