Question: Our Association is involved in pending litigation, and we have reached a tentative settlement with the opposing party. We need to vote on approving the settlement; however, one of our board members is out of the country and cannot be reached at this time. Can the 4 out of 5 board members just vote to approve the settlement?
Answer: It Depends.
Most of your documents say that a Board meeting may be held with a quorum of Board Members. With 1 member out of the country, the remaining members may call a meeting, establish a quorum, and vote on the settlement.
If a meeting cannot be scheduled, note that any action without a meeting must be approved UNANIMOUSLY by the Board Members. This means that all Board Members must vote in the same manner for approval of the settlement if no meeting is held. If you are able to get a unanimous, affirmative vote, via email, for instance, then be sure to notate the vote in the minutes of your next board meeting.
Also keep in mind, if a member is out of the country, there may be other ways to have meetings. Unless your documents prevent it, meetings may be held via telephone, FaceTime, Skype or some other sort of chat room. The only stipulation is that board members must be able to participate in real time (that is, review and respond); so having an actual meeting via email is not an option.
Any vote via email must be unanimous, and again, notated in the minutes of your next board meeting; a meeting via telephone, FaceTime or Skype requires a quorum, but does not need to be unanimous.