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Meeting
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Consent Calendar
Meetings Board meetings needn’t be unending and tedious with a bit of advance planning. One meeting concept whose time has come is referred to as the "Consent Calendar Format". Essentially, it extracts all items that do not require discussion and puts them on the "fast track". Items for consent calendars include, but are not limited to: Approval of Minutes, Acceptance of Financial Statements, renewal of on-going contracts and items already discussed at a prior meeting and only needing to be formalized into the records. A typical agenda, with a consent calendar, looks like this: Open Forum for Homeowners Secretary's Report Upcoming meeting dates,
elections, etc. Consent Calendar items can be brief, but contain the pertinent information: BE IT RESOLVED: What if a Board member wants to discuss a Consent Calendar Item? When presenting the Consent Calendar portion of the meeting, the President should ask, "Is there any Consent Calendar item that needs further discussion before the calendar is adopted?" If a Board member says yes, then only that item is discussed. Once discussion is concluded, the President asks for a motion to adopt the consent calendar. Once a motion is made to "adopt the Consent Calendar", and by that motion being made, it accepts ALL resolutions as stated on the Consent Calendar page. (If the discussion has changed or revised the wording on the consent calendar page, then the Consent Calendar is then "adopted as revised".) In the minutes, the motions reads, "Motion made by Don Smith, seconded by Darlene Director, it was unanimously passed to accept the Consent Calendar". The consent calendar resolutions are then attached to the minutes, and included in the minute book. Critical to the Consent Calendar Format is the advance review of background material concerning each item, like the service contract(s), meeting minutes, financial reports, etc. This means that material must be distributed some days in advance of the meeting with instructions to review and understand it. This concept will not work if directors are making off the cuff decisions. This advance review concept applies to all meetings and issues. Make your meetings efficient and effective. Then spend your time on the things you really like to do. BACK
Meetings of the Mindful Have ample copies of agendas, budgets, ballots, proxies, etc. on hand since some will forget to bring their mailed copies. Have these at a sign-in table at the door which should be manned to greet attendees.
While community associations boast carefree living, carefree takes a lot of hard work by someone! Fortunately, there are responsible board volunteers that are willing to do it. The annual meeting is a valuable opportunity to celebrate their hard work, to recruit volunteers and harmonize your community. Don’t overlook this chance to make a mindful contribution. BACK
Minding the Minutes The purpose of minutes is to objectively record business that takes place at homeowner, board and committee meetings. Brevity should be the rule. At a minimum, the minutes should include: 1. Type of meeting (member/board/committee) If a Homeowner Forum is included, each speaker and subject matter should be noted in the minutes. Entering "statements" into the record is not appropriate. A board members' request that their vote be reflected in the minutes ("yes", "no" or "abstain"), usually as a result of a highly controversial motion, is appropriate because of personal liability. To protect the board members and association from libel, the minutes should not include the names of members who either violate the rules or are delinquent in assessments. Only the subject matter or dollar amount should be referenced. If disciplinary action is being taken for a rule violation, the minutes may reflect the address and the general nature of the violation and the action taken: "Management was directed to start parking violation proceedings at 123 Easy Street." The board may hold a private "executive session" to discuss threatened or pending litigation matters, personnel matters (hiring/firing), formation of contracts, member discipline, and other similarly sensitive topics. For liability reasons, the minutes should only reflect the general nature of the discussion. For example: "The board held an executive session to discuss a pending foreclosure action. The board approved proceeding as recommended by the attorney." If a letter from an attorney is discussed, the minutes should not repeat the advice in the letter as such falls within the attorney-client privilege. The minutes may note, for example, "After reviewing correspondence from legal counsel, the board moved and seconded to direct AAA Plumbing to repair the pipe in the wall between Unit 19 and 20." Discussions with attorneys present at the meeting are privileged and the specifics should not be discussed in the minutes. Association minutes should not be used to air grievances, opinions or other speculative statements regarding association matters. Stick to the facts of the business discussed. In summary, minutes should be a concise, objective summary of the business that was conducted, and free of privileged matters. When writing them, remember that they will likely be read by people that were not present at the meeting so while they need to be concise, they also need to have enough information so they are clear. Mind your minutes well. They are an historical record that should reflect serious and thoughtful purpose. BACK
Proxies With Moxie Proxy returns can be notoriously poor due to disinterest or apathy. However, if a meeting quorum is not achieved, no business can be transacted. There are several methods to entice proxy returns: Self Addressed Stamped Envelope. Something as simple as a postpaid envelope gets results. There’s an inborn thriftiness that prompts many people not to waste a stamp. Just make sure you mark it "PROXY" on it so they don’t use it for monthly assessments. Door Prize. As corny as it sounds, people respond to getting something for nothing. So the idea here is if a proxy is returned prior to a deadline, the owner qualifies for a chance at, say, a $100 prize or dinner for two. If the same owner actually shows up to the meeting, they get two chances to win. Feed’em. Add a food and drink bonus to those that return their proxies and then show up to the meeting. Be Creative & Positive Think of other ways to turn the annual meeting into a social event that perks the interest. Invite the police chief, the mayor or Capt Kirk. Moreover, keep a positive, upbeat attitude. It’s contagious. Okay, it may be a stretch to say that proxies have "moxie" but what really matters is getting folks to participate in the association that controls the destiny of their biggest asset. Keep trying until you get their attention. To quote a famous cigar smoking politician, "Never, never, never, never, NEVER give up". BACK
Meeting Seating There are lessons to be learned from this age-old experience that can be applied to community associations. Associations have both Board and Homeowner Meetings and both formats demand very different seating considerations. Board meetings are designed to transact regular business for the care and welfare of often millions of dollars of community assets. As such, they should be held at places and times conducive to business. Meetings held in someone’s home prove challenging. At Home Board Meetings. Considering that owners are entitled to attend Board meetings (as an audience, not participants in the discussion or voting), there should be adequate seating available for them. If meetings are held in tiny quarters with room only for the Board, guests are effectively shut out and the impression is that they aren’t welcome. Seek the most spacious home available to accommodate both Board and guests. Avoid using living rooms except for guest seating. It’s very difficult to juggle papers or take notes while sitting in a Lazy Boy. Meetings should be held at a table large enough to spread out agendas, reports and other papers without having to continually shuffle the stack. If using a kitchen table, remove everything except meeting items. Turn off home and cell phones during the meeting since the ringing always disrupts the discussion and pulls someone away from the business at hand. (They’re probably telemarketers that will only foul your mood anyway.) If there is a table head, the Board President should sit there and direct the meeting. The head of the table is the historical place of authority and there is no reason to buck tradition. The secretary taking minutes should sit at the opposite end of the table so all directors can be more easily seen and heard. Guests should not sit at the meeting table since this is an invitation to actively participate in the business. Avoid the temptation to have the Board face the guests as a "panel". This seating format also invites participation from the guests and makes it difficult for the Board to talk amongst itself. Formal Board Meetings. Ideally, the Board should meet at a location that is designed for meetings. Basics include a large conference table, good lighting, bathrooms, temperature control and room for guests. If none exists in your association, seek out meeting rooms in area community centers, libraries and churches. They may be closer and cheaper than you think. There are a number of advantages to moving "out of the kitchen" into a formal meeting place. The distraction potential is enormously reduced: no phones, food, TV, kids, dogs and neighbors. The business meeting takes on a true "business" nature. Folks are less likely to linger in this environment or get into protracted discussions. As with home meetings, seating should be adequate for both Board and guests: Board at the conference table and guests off to the side. Annual Homeowner Association Meetings. These meetings should be carefully choreographed. Always hold them in a formal meeting facility large enough to accommodate all owners. Owners normally sit gallery style with the Board at a head table unless your group is small enough to fit around an Arthurian Round Table. Ideally, the head table should be "half moon" or "U" shape so all directors can see each other as well as the audience. Avoid having the Board sit panel style unless the meeting is intended to be a question and answer session with directors on the "firing line". Make sure to have a proper sound system if the room requires it. Meeting seating is critical when it comes to getting things accomplished efficiently. Set your sites for successful meetings and, don’t forget to check your swords at the door. BACK
A Night to Remember Plan Ahead Successful promoters do it early and often (promoting, that is). One idea whose time is come is the Management Planning Calendar. Since you budget a year in advance, why not schedule maintenance events and meetings a year in advance? If you do, who possibly could say they are tied up next year? Seduce Your Audience Make each owner feel special, like the show couldn’t go on without them, instead of just another spoke in the wheel. Make the message: We need YOU! Punch Up the Program Make the steak "sizzle". Include a drawing for those that show up, like a dinner for two or a gift certificate from an area merchant that everyone uses. Recognition Program Include an awards ceremony to honor community volunteers. Give plaques, certificates and gift certificates. Be creative and make it fun. Eat Well Why not have this event catered with a menu too good to pass up? Have their mouth water just reading the Menu. Make it a night to remember. If your social fund is sparse, pot luck barbeques and holiday themes work well. Dessert only is good too. Libations Depending on the crowd, after meeting beverages could be in order....enough for socializing but not for an all-nighter. Casino Night Organize a casino night using play money and prizes for the big winners. Stay on Schedule The Annual Meeting need not last more than two hours. Plan to keep the action moving so that folks can come and go on time if they want to. If they want to stay because they’re having fun...great!. Let’s face it, there are many things that distract folks from the community business. Rather than bemoan the fact, energize your annual meeting to make it a Night to Remember. If you do it right, they’ll be actually looking forward to it next year. BACK
Mushroom Meetings However, there are exceptions to every rule. Occasionally, the Board may need to hold an emergency meeting to address some urgent matter. Emergencies can happen and it's obviously impractical for the Board to notice up the owners when there is one. These meetings sometimes need to take place by conference call to expedite decision making. There is nothing wrong with an occasional emergency meeting. On the other hand, some associations are in a constant state of emergency since the Board has no advance planning. Some Boards use the "emergency" meeting excuse just to get around the open meeting requirement. This is definitely mushroom methodology and owners have a right to protest vigorously. Another exception involves what is called "executive session". Executive sessions involve sensitive matters that should not be discussed in open forums, such as lawsuits, personnel matters and collection activity on owners. Again, the topics for executive session should be limited and the format not used just to keep owners out. But for the topics listed, these rare closed meetings are appropriate. Board meetings should be held in guest friendly locations to encourage participation. Even when no guests show up, it symbolically builds trust. Meetings should be scheduled way in advance (a year’s not too far out), at a convenient time and place. The schedule should be given to owners so that they can plan to attend or present an issue to the Board. Open Board meetings are the way association business should be transacted. If you are keeping your owners in the dark and unhappy, purge the mushroom meetings and cultivate "fun-guys". BACK
Ground Rule Meetings Each meeting should have an agenda prepared well in advance and distributed to the board members. An agenda is the meeting map. Everyone knows where they are going and what the final destination will be. Without an agenda, any topic is fair game. While it is conceivable that every topic might be of interest, the ability to act on each is limited due to lack of preparation. An agenda is critical for staying on course. One of the best known guidelines for meetings is Robert’s Rules of Order. In some formal settings like Congress, Robert’s Rules are used extensively. For homeowner association meetings, an abbreviated version will do: 1. One person speaks at a time. Set a time frame for the meeting as a whole and for specific topics on the agenda. A time limit focuses everyone’s attention and adds to the clarity of the discussion. It also helps the Chair in preventing an aimless discussion. If your meetings seem to wander and drag on, consider bringing an alarm clock and put it in plain view. Announce the intention to finish the meeting on time. Keep your word. The purpose of the board meeting is to transact association business. Often this is not how it works. Some view it as an opportunity to gossip and debate endlessly. This may be interesting to some, but it prevents business from getting done. Call a halt on the "never ending story" tellers. The Chair is the meeting "Umpire". The Umpire calls "foul" when the discussion is "outa bounds" or when someone is delivering a "wild pitch". The Chair should know "who’s on first" and who’s "striking out". OK, enough of the lame baseball imagery. You catch the pitcher (ouch!). With proper ground rules, your meetings will clear the fence. BACK
The Art of Quorum Provide as much notice as possible. If the governing documents require the notice to be mailed out, say, at least 21 days but no more than 30 days prior to the date of the meeting, mail the notice 30 days in advance. Ask Again. Two weeks before the meeting, send out an email to all owners who have not responded with a copy of the notice and proxy form attached asking each to print the proxy, sign and return it TODAY! Ask a Third Time. One week prior to the meeting send another email to those that have not yet responded. Collect Proxies in Person. Three days prior to the meeting if you still don’t have the number of proxies required to achieve a quorum, take a supply of proxies and knock on the door of every address that has not responded. Go at dinnertime when most are likely to be there. And to encourage meeting attendance, sweeten the pot: Offer Door Prizes. $5-10 gift cards work well. Some businesses donate gift cards to promote their business. Award community logo goods like coffee mugs, tee shirts, grocery bags and hats. Provide Food and Refreshments. Hold the food until the meeting is finished to move the business along more quickly. Invite a Speaker. Local politicians and law enforcement officials are often available to speak. Consider inviting general contractors, architects and engineers if there are construction issues that need to be addressed. Make your annual meeting an event not to be missed, not a drudgery to be avoided. Sell the sizzle instead of the steak. Use creativity to achieve the art of quorum. BACK
Importance of Meetings Board Meetings should be organized, productive, orderly, free of disruptions and open to members unless an executive session is convened. The board should only convene in executive session to discuss pending litigation, personnel issues or contract negotiations. The primary purpose of board meetings is to set policy, enact rules, manage finances, administer operations, resolve disputes, receive member requests and input and plan for future renovations. Annual Meetings are designed to elect directors to the board, deliver committee reports to members, review the annual budget, review and amend the governing documents and build community by bringing members together. Special Meetings handle special purposes such as:
Parliamentary Procedure is an indispensable tool for conducting meetings. It can be as formal or basic as the board wishes as long as it provides sufficient structure to keep a meeting orderly, fair, and productive. The advantages of using parliamentary procedure include:
Meeting Requirements. HOAs must adhere to several important criteria before business can be transacted at a meeting such as: Notify members. The law requires the board to notify members of meetings. Keep notices brief, focused, simple and issue them at the appropriate advance notice described in the governing documents (For example, the annual meeting may need up to 30 days advance notice). Achieve a Quorum. Each HOA’s governing documents specify how many members constitute a quorum which may vary from HOA to HOA. Ensure that a quorum is present before calling any meeting to order. Record Meeting Minutes. Minutes are the official record of decisions made at a meeting. Good meeting minutes will include:
To avoid the inevitable conflicts of short notice meetings, schedule them with an Annual Planning Calendar months in advance. Board meetings can be set at a similar time and cycle (like second Tuesday of the month or January, April, July, October). Having meetings is a basic and necessary function of every homeowners association. Some boards meet monthly, others quarterly if professionally managed, but meet they must. From the Board Member Tool Kit. BACK
Achieving a
Meeting Quorum This is an all too frequent scenario for HOA annual meetings. Many members simply aren’t interested or available to attend. It’s like pulling teeth to get them to respond at all. Yet, annual meetings are required at every HOA so those in charge of organizing them must do their best to compile the necessary quorum. Here are the basic things that can be done by making a to do list and becoming pro-active: 1. If the governing documents require the notice to be mailed out at least 21 days but no more than 30 days prior to the date of the meeting, send out Notice of Meeting 30 days in advance. 2. From this point on, always ask every homeowner that calls the office "Have you turned in your proxy yet?" If they have not, offer to fax or email them a new one so they can send it right back. If they are on a cell phone offer to email a copy of the proxy form to their home or office, whichever is more convenient. 3. Fifteen days prior - send an email to all owners with a copy of the notice and proxy form attached, encouraging owners to print the proxy, sign and fax back ASAP. Make them as comfortable replying as possible. To alleviate any fears that they are "giving away their vote", provide an option to check that states that the proxy is to be used for quorum purposes only. 4. During the last two weeks prior to the meeting, don’t pass up a face-to-face opportunity to collect a proxy. If your property has a facility that owners frequent throughout the day, you should too. 5. Six working days prior - Begin making phone calls to all homeowners that have not yet returned a proxy. This is where the rubber meets the road! If you can catch them at the office, you can suggest sending them a proxy form via email and having them fax it right back. This is good for two reasons: First, about one-in-five that say that they will actually do. Secondly, it gives you license to call back those that do not fax back within 24 hours. Continue to make phone calls as needed for the next few days. 6. Five working days prior - put out additional signage in prominent location reminding owners to turn in proxies. A sandwich board located at curbside in front of the clubhouse works well. 7. As a last resort, enlist the help of several members that are not running for election who can go door-to-door. Even better, create an elections committee charged with the responsibility of doing everything on this list! Now for the fun stuff:
Achieving quorum can be fun – try it! By Neil E. Thomas CMCA, PCAM BACK
Minutes Essentials Since minutes are the primary record of the homeowner association's business, what functions or meetings require minutes? Board Meetings. This includes regular meetings and special or emergency meetings called between regular meetings. Member Meetings. This includes annual meetings and special meetings that are called for a specific purpose, like to approve a special assessment or to vote on an important issue, all require that minutes be kept. Committee Meetings. Any meetings of committees should have minutes which are then submitted to the board of directors. This is an important step, because it lets the board know what the committees are doing and provides an oversight process for the board. If a meeting has no quorum, then no minutes are required, because there is no official meeting without a quorum. The Essentials. Here are the essentials for clear, concise minute-taking: 1. A heading
at the top of first page: (Name of Homeowner Association). 5. Record ideas: listen to comments, put down main points. Summarize. These records are for the board's and committee's use so make them brief but as complete as possible keeping in mind that someone who was not at the meeting will want to understand what went on. Record the main arguments for or against a proposal but not a word by word report. They should record major problems, any suggestions proposed and conflicting points of view. 6. Minutes should record all motions including: a. Name of the member who made the motion and note the action (Jane Doe moved that ....) b. Do not need to include that the motion was seconded c. State and underline whether motion passed or failed. 7. Indicate time of adjournment. 8. End minutes with "Jane/John Doe, Secretary" 9. When minutes have been approved at a later meeting, the secretary should write in "Approved" with the date. There is an apropos statement about meeting minutes which states, "Minutes are minutes, not seconds or hours". This means not too much, not too little. It is the Goldilocks approach. Using The Essentials will help you achieve that objective. BACK |
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