Want to find out how well your Association is being
managed? Attend the next Board of Directors meeting and request
a copy of the minutes for the past year. A well run meeting is
a good indicator that the leadership of your community is managing
the affairs of your Association effectively. The focus of this
article will be to establish procedures and guidelines for an effective
Community Association Board of Directors Meeting.
First and foremost, every Board Member should be
acquainted with Roberts Rules of Order and
a copy should be present at every meeting. Roberts Rules of Order
have been universally accepted as the standard of parliamentary
procedure. It is a set of rules for conducting business at meetings
and public gatherings and it can be adapted to fit the needs of
any organization. Roberts Rules of Order establishes a procedure
for making, amending, discussing and voting on motions presented
by Members of the Board of Directors. It further establishes four
different methods for voting on a motion. They are:
- Voice Vote (the Chair asks those in favor
to say “aye” and those opposed to say “no” (for majority
votes only).
- Roll Call (if a record of each persons
vote is needed, each member answers “yes” or “no” as his
or her name is called). Certain states require that the minutes
reflect how each Board Member voted on the specific agenda
items.
- Show of Hands (members raise their hands
to verify a voice vote or as an alternative to it).
- Ballot (members write their vote on a
slip of paper. This is done where secrecy is desired).
The Chairperson should always ensure that the procedures
adopted by the Board of Director's are followed without variation
and should never lose control of the meeting. Many times Board discussions
can become heated and out of control. Board Members become passionate
and forget the rules for proper conduct at a Board meeting. The Chairperson
is vested with the responsibility of maintaining order and keeping
the meeting focused and productive. A gavel is an absolute necessity.
Planning for a meeting begins with the establishment
of an Agenda of topics to be discussed
at the meeting. A posted agenda is necessary for holding an effective
meeting. Some Associations require that agendas be mailed to each
owner. The agenda puts the owners and residents of the community
on notice as to what will be considered at the meeting. Customarily,
it is the responsibility of the Chairperson to establish the agenda.
Recommendations for agenda items are usually received from Board
Members. Owners who wish to have an item placed on the agenda usually
make the request through an elected official of the Association.
The Chairperson should require that recommended agenda items be submitted
by a certain date in advance of the meeting. This allows the Chairperson
or whoever is responsible for compiling pertinent data for the agenda
item ample time to have the information prepared and distributed
to the other Board Members. A typical agenda for a Board of Directors
meeting would include the following order of business:
- Establish a Quorum (a quorum is the number or percent of members
that must be present for business to be conducted legally. The
actual number is usually found in the By Laws).
- Call to Order (once the quorum is established, the Chairperson
can open the meeting).
- Reading and Disposal of Previous Meetings Minutes.
- Officers Reports
- Committee Reports
- Unfinished Business
- New Business
- Adjournment
ONLY ITEMS SPECIFIED ON THE AGENDA SHOULD BE
DISCUSSED AND ACTED ON BY THE BOARD OF DIRECTORS. The
membership has the right to know what will be considered and acted
on by the Board of Directors. They should also have the right to
express their opinion regarding agenda item. The Board has a responsibility
to properly advertise meetings and the meetings should be open
to any owner wishing to attend.
There are several different ways that Board Members
can hear owner comments on agenda items. The Board may require unit
owners to provide a written request in advance of the meeting specifying
the agenda item the owner wishes to address. This procedure is an
excellent tool for estimating the amount of time which will be spent
on each agenda item and it also prepares the Board for “hot items” on
the agenda. Some Boards of Directors prefer to take comments from
owners prior to the Board discussing the item. Advocates of this
procedure feel the Board should hear owner comments first so that
their discussion will consider the comments and concerns raised by
the owner. Another alternative is to take owner comments after the
Board has discussed the agenda item but prior to the actual vote
by the Board. The strongest argument for this procedure is that owners
are educated through Board discussion on the purpose and intent of
the agenda item before they address the item. Personally, I support
the second alternative because I believe that hearing Board discussion
first may answer some of the owner's questions or concerns reducing
the time spent on the agenda item. The Board of Directors still has
the opportunity to hear owner comments before acting on the motion.
In either case, the Board of Directors should communicate their procedure
to the membership and also set a time limit for owner comments. The
Board can also establish time limits for the overall discussion on
any agenda item. If a time limit is established, the Chairperson
should have the authority to extend the discussion beyond the time
limit if he or she feels that additional discussion is necessary
for a proper vote on the item.
Board Members should come prepared to intelligently
discuss and act on the items on the agenda. Advanced preparation
is imperative to a productive meeting. Each Board Member should be
presented with the agenda and pertinent information regarding each
agenda item well in advance of the meeting date. The task of preparing
this information is usually delegated to the Association's Manager
if one is employed by the Association. Otherwise, individual Board
Members should be assigned specific agenda items to research and
report their findings to the rest of the Board prior to the meeting.
As an example: if the Board is considering a contract for services,
each Board Member should receive a copy of the written specifications
along with the actual bids and proposals prior to the Board meeting.
Other pertinent information such as references and the Manager's
analysis should also be included. The bids and proposals should be
thoroughly reviewed for consistency prior to the meeting unless the
Board has requested sealed bids. Board Members have a responsibility
to thoroughly review all of the material provided prior to the meeting
and to submit any questions they may have to the Manager or the Chairperson.
Dedicated Board Members will do independent research on complicated
agenda items and share their findings with the rest of the Board.
The Manager or the Chairperson should be prepared to answer questions
at the meeting.
The Board of Directors has a responsibility to hold
its meetings at times which are convenient for not only the Board
Members but also the owners. Owner attendance and participation should
be encouraged to assist the Board in making decisions that are truly
representative of the majority. The Board meeting is an excellent
vehicle for establishing communication between the membership and
the Board of Directors.
Association Times' Staff Writer
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