Civil Code Meetings
Actions Outside Board Meetings
Chapter 6 · Association Governance · Board Meeting
Text current as of 2026-07-07 · Last amended by AB 805, eff. 2014-01-01
The code says CIV §4910
(a) The board shall not take action on any item of business outside of a board meeting.
(b) (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.
(Added by Stats. 2012, Ch. 180, Sec. 2. (AB 805) Effective January 1, 2013. Operative January 1, 2014, by Sec. 3 of Ch. 180.)
In plain English
Editorial summary — not the statute’s text.
The board can’t act on business outside a board meeting, and it can’t meet by email. The only exception: an emergency meeting conducted by electronic transmissions when every director consents in writing, with the consents filed in the minutes.
What this means for you
Editorial summary — not the statute’s text.
- An email thread that reaches a decision is an illegal board meeting — save decisions for the agenda.
- Email is fine for logistics and discussion documents; it isn’t fine for taking action.
- For a true emergency, get unanimous written consent and file it with the minutes.
How courts have read this
Editorial summaries — not the court’s words.