If this language was in my association's bylaws I would interpret it to mean that any "action" necessary to be taken (such as emergency repairs) and allowed under: 1) the Non-Profit...Act, 2) under the Articles of the Corporation or 3) under the Association's Bylaws, if not addressed at an annual meeting, can be taken if a majority of the members agree in writing.

There may be times when it is not feasible to call a meeting and expect members to attend in person or by proxy or absentee ballot to vote on the action required. This language I believe allows the membership to vote on the action at what might be called a "special meeting" and do it by mail. The email option would hopefully allow the "by mail" vote to be accomplished quite rapidly.

P.E. Dunn

Peter, 

Thank you for your feedback. I thought that might be what it meant but then it seemed that if an emergency came up, which it has, then it would be within the powers of Board to act in the best interest of the association without members consent.

For example, we are not a "new" nonprofit association but because of the previous board's highly neglectful treatment of their obligations to the membership, there was no liability insurance obtained for 8 years. This was recently discovered after I was elected in September and after that election meeting. The new Board felt that we had an obligation to obtain it without membership approval.

As for the lawyer? LOL, our old pro-bono real estate lawyer retired to CA. This new lawyer in our small village is a litigation lawyer that knows almost nothing about Road Associations. We in fact educated him on some things at one meeting with him.