In the midst of the COVID pandemic when many companies and organizations have needed to rely on remote meetings to conduct their affairs, the Commonwealth Court of Pennsylvania found that an email exchange between the members of the board of directors of a homeowners’ association could not be considered a meeting of the board, and therefore, the board’s actions taken during the exchange were not valid.

In the case, the board of the homeowners association of a planned community in the Poconos mountains agreed in a series of email exchanges to implement a rule that would limit new construction to 2,500 square feet. A construction company that bought two lots in the community challenged the validity of the board ruling, arguing that the board had not held a proper meeting as defined by its own bylaws.  

After considering the language in the bylaws, as well as the definitions of the terms teleconference, meeting, and assembly, the Court found that the email exchange did not provide a forum where the board members had interacted in real time. Therefore, the court ruled, the board’s ruling to limit the scope of construction was not lawful.

The full text of this case (M4 Holdings, LLC v. Lake Harmony Estates Prop. Owners’ Ass’n, 237 A.3d 1208 (Pa. Commw. Ct. 2020)), along with three others highlighting recent legal developments regarding stock buy-backs, piercing the corporate veil, and mergers of nonprofit corporations, are included in the 2021 edition of Pennsylvania Laws Governing Business Entities Annotated. The book also includes more than 40 new case notes from state and federal court decisions interpreting Pennsylvania business law.

Published by CSC in cooperation with legal publisher LexisNexis, Pennsylvania Laws Governing Business Entities Annotated is a comprehensive and up-to-date collection of annotated business statutes and other unique features that provides reliable, fast access to the information attorneys need most in an easy-to-use format.

The 2021 edition is updated through the 2020 Regular Session of the General Assembly, and includes an updated Fee Schedule listing fees required for filings with the Pennsylvania Secretary of State.  

Users can access 100 fillable Pennsylvania forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types via the LexisNexis Store download center. A listing of forms and contact information for the Pennsylvania Corporations Bureau can be found in the Appendix.

Pennsylvania Laws Governing Business Entities Annotated is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.

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Pennsylvania court finds that email exchange does not constitute a board meeting