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For a Coop: I'm curious how strictly Boards must follow corporate formalities, specifically with respect to Board approval of various items.
Considering all of the issues, large and small, that come before the Board -- Is there a rule for what actions require a formal vote and resolution?
For example, I assume that to amend the House Rules, there must be a vote and resolution.
If the Board enters into a contract with a service provider, I assume the Board must vote on a resolution to approve the contract. But, if the Board agrees to a change in the contract -- let's say a contractor renovating space wants to change the plans at an additional cost of $500 (or more). Does that require a formal vote of the Board?
Lets say that Board sends out a Newsletter to the Shareholders -- Does the Board have to formally approve the contents of the letter, with a resoution?
Do Board Resolutions have to be set forth in a separate written document, or can they be recorded in the minutes? "The Board voted to approve x, y & z."
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We are a co-ownership but I suspect Boards operates similar. In our By-Laws/Rules & Regulations it stipulates "At all meetings of the board every question shall be decided by the majority of the votes cast on the question". So in answer to your questions as it applies to us, yes. Boards decisions/resolutions can be a separate document or within the minutes. For example, we do a lot of communication via email in between meetings as a number issues come up that require board approval - big and small and require immediate resolve. We document all email decisions and have a paper trail of who voted in favour or not. It's a majority vote. Even our Newsletters or responses to co-owner complaints via letter require content majority voting. Check your By-Laws/Rules and Regulations; it should indicate the voting rules for your operations.
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