[Oregon] There is often confusion about the use of telephones in board meetings. Let’s start with some preliminary issues. First, board meetings must be open to the owners for observation. While there is no right for owners to participate or vote in a board meeting, many boards have an open forum or Q&A session for owners at the end of each board meeting.
The only exception to the open meeting requirement is executive session. The board may convene in executive session (and exclude owners) to: 1) consult with legal counsel; 2) discuss personnel matters; 3) discuss unpaid assessments; and 4) negotiate 3rd party contracts.
Second, notice of board meetings must be provided to the owners at least 3 days in advance. Notice must be through a means “reasonably calculated” to inform the owners of board meetings.
Now let’s look at the use of telephones in board meetings. Oregon law addresses the use of telephones in two different scenarios:
Scenario 1: There is no physical meeting and all of the directors are using a telephone to communicate and hold a board meeting; and
Scenario 2: There is a physical board meeting which owners have notice of and may observe, and a single board member calls in to the meeting to participate by phone.
Under Scenario 1, this type of meeting may only occur in cases of emergency. For example, a pipe bursts on common property and it’s impossible to provide advance notice of the meeting or to convene in person. In such an emergency, the entire board may hold a conference call to make decisions regarding the emergency.
The statute addressing Scenario 1 states:
Only emergency meetings of the board of directors may be conducted by telephonic communication or by the use of a means of communication that allows all members of the board of directors participating to hear each other simultaneously or otherwise to be able to communicate during the meeting. A member of the board of directors participating in a meeting by this means is deemed to be present in person at the meeting. (ORS 94.640(10)(c))
The statute above does not address or prohibit a single board member from participating by phone at a normal board meeting, as described in Scenario 2. In fact, the Oregon Nonprofit Corporation Act provides:
Unless the articles or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication[.] (ORS 65.337(3))
It is possible (but not likely) that an association’s governing documents prohibit board member participation via telephone. If that’s the case, follow the provisions of your governing documents. If there is no such prohibition, there is nothing improper with a board member phoning in to a regularly noticed and open board meeting. The board member may participate and vote as if they were present in person.
[Washington]
Washington associations, unless prohibited by the governing documents, may also allow board member participation in board meetings by telephone. The Washington Nonprofit Corporation Act states:
Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. (RCW 24.03.120)