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Our board often has a telephone vote. I wonder where it should be recorded. It is not recorded in the board minutes since it have not happened at the meeting. So were should be an official record about the motions voted via phone?
Any suggestions?
Do your bylaws have a clause like this from FRBNY?
SECTION 1. Quorum and Manner of Acting
At all meetings of the Board of Directors (“Board”), a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and action by the Board at a meeting shall be upon vote of a majority of the Directors present at any meeting of the Board at which a quorum is present. Directors participating in a meeting of the Board by means of a conference call, video conference, or such other means that allow for each participant to hear and be heard by each other participant at the same time, shall be deemed to be present at such meeting.
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Tim:
Your vote should be ratified at the next meeting, and then recorded in the minutes as an agenda item of that meeting. The agenda for that meeting can read simply: ratification of telephone vote (mention subject). I hope this helps.
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