Can electronic mail be used to conduct a meeting of the Board of Directors?

The short answer is no.  Section 7211 of the California Corporations Code prohibits a board from conducting general meetings via electronic mail. However, an exception exists in the case of an emergency.  The need for an emergency meeting arises where the circumstances creating the emergency could not have been “reasonably foreseen”.

 If such a situation exists, then according to section 4910(b)(2) of the California Civil Code electronic mail may be used as a means of holding the emergency meeting if 1) all of the directors consent in writing to the action, and 2) if the written consent or consents are filed with the minutes of the board meeting.  The statute also provides that these written consents may be delivered via electronic mail as well.

 Bradley Schuber, Esq.


Address: 8220 University Ave #100, La Mesa, CA 91942

Phone Number:  +1 619-589-8800