Do E-mail Exchanges Constitute A Meeting Of The Board?

I recently discussed whether chat messages constitute "minutes" of a meeting.  A related question is whether emails constitute a meeting.

The California General Corporation Law contemplates that a meeting of a corporation's board of directors does not require that directors be physically present at the same location.  Cal. Corp. Code § 307(a)(6).  If directors participate by conference telephone or electronic video screen communication, all directors participating in the meeting are able to hear one another.   Id.  If directors participate by electronic transmission by and to the corporation (other than conference telephone and electronic video screen communication), then each member participating in the meeting must be able to communicate with all of the other members concurrently and each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.  Id.  The same conditions are found in California's Nonprofit Mutual Benefit Corporation Law.   Cal. Corp. Code § 7211(a)(6).

In LNSU#1, LLC v. Alta Del Mar Coastal Collection Community Association,94 Cal. App. 5th 1050, 312 Cal. Rptr. 3d 707 (2023), two homeowners in a common interest development argued that their homeowners' association violated state law governing open meetings when certain directors discussed items of association business by e-mails without giving all association members notice and opportunity to participate in the discussions and without preparing related minutes.  The open meeting requirements at issue are not part of the Corporations Code, but the Davis-Stirling Common Interest Development Act, Cal. Civ. Code § 4000 et seq.  which regulates homeowners associations.  

The Court of Appeal held that for purposes of the Davis-Stirling Act,

[A] "board meeting," as defined by [Civil Code] section 4090, subdivision (a), is an in-person gathering of a quorum of the directors of a homeowners association at the same time and in the same physical location for the purpose of talking about and taking action on items of association business.  E-mail exchanges among directors on those items that occur before a board meeting and in which no action is taken on the items, such as those at issue in this case, do not constitute board meetings within the meaning of that provision.

This does not answer the question of whether an exchange of emails constitutes a "board meeting" for purposes of the California Corporations Code.  However, an exchange of emails would likely fail to satisfy the requirement that each member of the board be able to communication with all other members concurrently.