Whether you’re urging people to just start washing their hands or your closet is filled with toilet paper, one thing is certain: coronavirus continues to spread. According to health professionals, one thing we can do to slow the spread is avoid group gatherings. Unfortunately, that’s not always easy to do when you are trying to maintain a functioning community association. Regular gatherings are the norm for community associations. In some cases, such as annual meetings, gatherings are even mandated by the governing documents. So, under Idaho law, can you keep your association running, meet fiduciary duties, and comply with your governing documents without congregating? Probably. Here is a potential suggestion depending on your documents, but as always and consult with your lawyer on your specific questions:
Permit attendance of board meetings by telephonic or virtual means. Unless the articles or bylaws provide otherwise, Idaho law permits participation in board meetings by any means of communication provided all directors may simultaneously hear each other. A director participating in a meeting in this manner is deemed to be present in person at the meeting. So, participating in a board meeting by phone, video chat, or other live means of communication will satisfy Idaho’s board meeting requirements, provided that the articles or bylaws permit this. Additionally, unless the articles or bylaws provide otherwise, actions required to be taken at a board of directors’ meeting may be taken without a meeting as long as all members of the board sign a written consent which describes the action taken and such action is included in the minutes. Please reference articles and bylaws to determine if board meetings must be open to members. If meetings are required to be open and there are specific questions as to how to satisfy this, please reach out to us.
VF lawyers are ready to help associations and other clients navigate the implications of coronavirus. Our lawyers understand electronic communications, virtual meetings and voting, and are ready to answer your specific questions. Please contact us at (503) 684-4111 or boise@vf2022.webuponstaging.com.