4910  (a) The board shall not take action on any item of business outside of a board meeting.


 (1) Notwithstanding Section 7211 of the Corporations Code, the board shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in paragraph (2).

(2) Electronic transmissions may be used as a method of conducting an emergency board meeting if all directors, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the board meeting. These written consents may be transmitted electronically.

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4 comments on “Biz can only be done at Noticed Board Meetings 4910

  1. In preparation for an upcoming board meeting to review Rules & Regulations that were dated 1998, I asked the other 4 board members to write up their input, so it would be ready for board discussion.

    All members did, and emailed them to me for consolidation, though we did not meet or discuss among us.

    One director though, took exception, and objected that it was outside a board meeting. No action, vote, discussion, meeting occurred among the 4 directors. I just emailed my consolidation to all members as an item to put on the agenda for board meeting discussion.

    What is your opinion?


    • IMHO and I’m not an attorney, I think that the emails were deliberations.

      Email Meetings Disallowed. Starting January 1, 2012, boards of directors “shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail” except for emergencies. (Civ. Code §4910(b).)

      A “meeting” is defined as:
      A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board. (Civ. Code §4090(a).)


      4. to weigh in the mind; consider:
      to deliberate a question.
      verb (used without object), deliberated, deliberating.

      5. to think carefully or attentively; reflect:
      She deliberated for a long time before giving her decision.

      6. to consult or confer formally:
      The jury deliberated for three hours.


      When you emailed back the thoughts from each member to all members, I think that is discussion.

      to consider or examine by argument, comment, etc.; talk over or write about, especially to explore solutions; debate:
      to discuss the proposed law on taxes. http://www.dictionary.com/browse/discuss?s=t

      What you did sounds like a “wheel hub” meeting.

      In a wheel hub meeting directors are spokes with “A” at the center–the directors never talk to each other; they all talk individually to A. http://www.davis-stirling.com/Main-Index/Chain-Meetings#axzz29tRIl4pz

      My 2c and again I’m not an attorney, would be to ask all members for their input and allow all members to view the consolidation. http://www.davis-stirling.com/Main-Index/Electronic-Board-Meetings

      • “The jury deliberated for three hours” is exactly what we did not do. There was no deliberation at all, as any deliberation, as per my emails to colleagues, was to be conducted only at our future board meeting. So I am still uncertain about your conclusion.
        I want to thank you about your input, and hope to get more answers on that issue. Most recently, our management company emailed us to request what items they need to add to the agenda for discussion. When we sent our input to add agenda items, was that considered a deliberation? I see a parallel logic with me asking for my colleagues’ input, so it can be ready for discussion at the board meeting.
        What do you think?

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