Meeting Articles

Meeting Phraseology
Homeowner associations are notorious for their casual approach to meetings. They tend to run long and often little real business is accomplished. Roberts Rules of Order is the most common method for running meetings that keeps them on track. Here is a collection of the most common phrases:

Opening the Meeting: "The meeting will come to order."

Approval of Minutes: "Are there any corrections to the minutes? If there are no (further) corrections, the minutes are approved as read (or "as corrected")."

Proceeding Through the Agenda: "The next item of business is_______"

Recognizing Members: "The chair recognizes_______"

Stating the Question (following motion and second): "It is moved and seconded that________"

When Debate Appears to Have Ended: "Are you ready for the Question?"

Taking a Vote

Voice Vote: "Those in favor of the motion to _______, say aye. Those opposed, say no."

Standing Vote (used when vote is close): "Those in favor of the motion to _______ will stand." (Count those standing.) "Be seated. Those opposed will stand." (Count those standing.) "Be seated."

Vote by Show of Hands (used when vote is close): "Those in favor of the motion to ____, raise the right hand." (Count hands.) "Lower hands. Those opposed will raise the right hand." (Count hands.) "Lower hands."

Announcing Result of Vote

Voice Vote: "The ayes have it and the motion is carried." Or, "The noes have it and the motion is lost."

Standing or Show of Hands Vote: "There are 32 affirmative and 30 negative. The affirmative has it and the motion is adopted." Or, "There are 29 affirmative and 33 negative. The negative has it and the motion is lost."

Discipline

Motion Out of Order: "The motion is out of order because ________"

Member Out of Order: "The member is out of order and will please be seated."

Proper and consistent phrasing will bring order and clarity to your meetings. They allow the Chair to stay in control with recognizable "signals" which guide business to a successful conclusion. This is a case of how you say it really does make a difference. By Jim Slaughter BACK

Annual Meeting Celebrations
The annual homeowner association meeting may be required but rather than approach it in the "Do I have to?" mode, make it a celebration of accomplishments: Bills were paid, volunteers served and survived, and worthy projects were completed. There are always things to celebrate. So, while the business meeting may be mundane, dress it up for a party! All good parties takes planning:

Start Early. At least three months is needed to properly prepare.

Appoint a Nominating Committee. Identify three or more owners to serve on a committee which will locate qualified director nominees. The committee’s job is to seek out candidates that have the Time, Concern and Ability to serve as directors.

Time is a two edged sword. Some candidates are time poor due to commitments. But even busy people can make time if they want to. How much time is required? Say, "Directors are expected to attend six two hour board meetings a year and to stay informed about association business. The job should take an average of four hours a month and the term is two years." Now, that’s not so bad, is it?

Concern. Is the candidate concerned with how the board does business? ("Concern" is defined as "wanting business run in a professional manner" not "I’m going to make sure my building gets painted first".)

Ability. Does the candidate have special talents to lend like leadership ability, accounting skills, contracting experience or journalism background? While these aren’t prerequisites, they certainly help.

Reserve Meeting Time & Place. Tuesday, Wednesday or Thursday, 6 - 8 pm time frame works best for avoiding conflicts. The meeting place should be large enough to accommodate all owners and spouses.

Add the Celebration.

A. Cater a buffet and advertise a mouth watering menu.
B. Have a drawing for cool prizes.
C. Distribute awards and recognitions.

Send Agenda & Proxies. Depending on requirements in your governing documents, 30 days is recommended. Include:

A. Agenda Time and location
B. Proposed Bylaw Amendments.
C. Election Information. Candidates & bios; Request for more candidates
D. Resolution-Excess Operating Funds. IRS regulations require a resolution be adopted annually by the owners which allows excess operating funds to be rolled to the following year’s operating budget or added to reserves. It also allows the Association the option of filing as a Corporation (Form 1120) or as a Homeowners Association (Form 1120H).
E. Other Business. Include information about other issues to be voted on (like a special assessment).
F. Proxy. A written authorization for a representative to vote on behalf of the giver. It should be completed, signed and returned by all owners one week prior to the meeting. Include a stamped envelope marked "Proxy" to encourage return. Do not allow people to collect proxies for themselves directly since this allows fraud. All proxies should be returned directly to the Board Secretary or Management.
G. Ballot. While governing documents may allow vote by mail, unless many owners are nonresident, this practice is not recommended since it doesn’t allow for discussion of the issues and candidates which could change the voting outcome.
H. Celebration Menu for banquet, drawing info and other "spice".

One Week Prior

A. Round Up Proxies. One week prior to the meeting, tally the proxies and pick up those that are missing. Since the meeting cannot be held unless a proper quorum is reached, this is very important. All owners should return proxies to ensure a quorum. If they attend the meeting, the proxies are returned to them.
B. Forms. Prepare a sign-in sheet, ballots, election tally and handouts. If there are a number of handouts, print each on a different color of paper.

Meeting Day.

A. Organize Seating with current board at a head table facing the audience in gallery seating. If the room is large enough to need it, get microphones and speakers so all can hear. If there are visuals planned, set up the overhead equipment.
B. Turn On Heat or A/C if needed at least six hours prior to the event.
C. Set Up Registration Table to sign people in and return their proxy if appropriate.

Meeting Begins

A. Call Meeting to Order
B. Introduce Board & Manager
C. Proof of Notice & Quorum. Announce form of notice and date sent plus total owners represented at the meeting in person and by proxy. The total should meet the minimum required by the governing documents. (If not, adjourn the meeting and reconvene when a quorum can be attained).
D. Open Owner Forum: Limit to 3-5 minutes per person
E. Review & Approve Minutes of Last Annual Meeting
F. Officer Reports
~Year in Review - President
~Financial Report - Treasurer
G. Manager’s Report (if any)
H. Committee Reports (if any)
I. Bylaw Amendments (if any)
J. Adopt Resolution - Excess Funds
K. Elections. Ask for nominations; Introduce candidates; Hold election by acclamation, if appropriate, or distribute ballots and have them tallied by Election Committee. Announce results.
L. Awards & Presentations. Recognize directors and other volunteers.
M. Meeting Adjourned: Invite everyone to stay for the banquet to celebrate.
N. Organizational Board Meeting immediately following the annual meeting to select officers

The Annual Meeting should be a celebration of the Association’s accomplishments while handling necessary business. A well organized meeting shouldn’t run more than 1 - 1½ hours. Finish on a high note: Ceremoniously announce recognitions and then adjourn to a sumptuous feast. Make it a "feel good" event. Party on! BACK

Sunshine Meetings
There is a principle that no HOA Board should lose sight of: Members have a right to be kept informed of Board actions. To that end, Board actions should be formalized at meetings open to the members where issues are cussed and discussed. Afterwards, a vote is taken, majority rules and the issue is dealt with. However, some Boards don’t seem comfortable with the principle of open meetings. Objections range from "No one shows up anyway" to "They interrupt the process" to "It’s none of their business!". Regardless of the objection, the fact remains that the Board was elected by the members in a democratic process. The Board wasn’t given a Emperor’s Scepter to wield as it sees fit. So, Board Meetings being open to members is not optional. There are, however, a few meetings which may be closed to members under very special circumstances. These meetings are called "work sessions" and "executive sessions".

Work sessions are intended for information gathering and general discussion but not decision making. Formal decisions concerning information gathered at work sessions should only be made at open Board Meetings and documented in the minutes for all members to see. This is especially true about rules and budget issues. While the outcome may be a foregone conclusion based on work session discussions, the Board should never move forward on the basis of work session discussions alone. Work sessions should address a specific topic, not a broad spectrum of issues and be few in number. They are never a substitute for Board Meetings.

Executive sessions are meetings reserved for highly sensitive issues that should not be aired in public. These include discussions of lawsuits, collections on members, employee disciplinary matters and contract negotiation. Like the work session, an executive session should have a focused agenda and be infrequent. Decisions can be made in executive sessions but should be referenced in the minutes of a formal Board Meeting, at least in general terms.

These two exceptions notwithstanding, remaining meetings of the Board should all be wide open. Another good reason to keep them open is so potential board members can be coaxed to sit in on meetings to see what it’s all about. Taking the mystery out of the job will encourage more volunteers.

If your Board has been operating in the dark, raise the blinds, open the door and let the sun shine in. It’s a healthy move to help keep the directors accountable to the folks that elected them. Shine on! BACK

Meeting Prep
Running a successful Board Meeting takes thought and preparation. So when should those preparations begin? Meetings should be scheduled a year in advance. You heard me....a year in advance. And why? HOA business should be handled in a systematic way. If meetings are planned, say, for the 2^nd Tuesday of each month and this is known months in advance, directors will have no excuse for scheduling conflicts. All members should know those dates too so they can attend or petition the Board. Hint of the Day: As part of your budget process, assemble and distribute an Annual Planning Calendar that shows meetings, social and maintenance events. This is how successful businesses work.

As each Board Meeting date approaches, there are a number of things that need to be done. Start this process two weeks in advance. Prepare the agenda and distribute it to the directors along with supporting materials at least one week before the meeting. Include a note reminding the directors to read and understand it before the meeting. Send a reminder by email three days before the meeting.

At the meeting, provide a Member Open Forum before the meeting starts so guests can speak or ask questions. This is also a good time to make announcements of general interest. Call the meeting to order and stick to the prepared agenda. Use a flip chart or white board and check off items as they are completed. Making progress is exciting!

Two hour meetings are long enough to cover necessary business. After two hours, attention wanes and the rear end screams for relief! Remember, less talk and more action will get things done.

Good meeting prep is reassuring to the directors and the membership. It shows that actual thought is being used in HOA business. When folks are reassured, trust level increases and makes the Board’s job infinitely easier. Make meeting prep your first step to success. the sun shine in. It’s a healthy move to help keep the directors accountable to the folks that elected them. BACK

Minutes Manager
Taking meeting minutes is an extremely important function that should not be neglected or taken lightly. Minutes are the official record of HOA business. Major decisions are reflected in them that could impact the HOA for years to come. Since only a small number of members usually attend the meetings, accurate recording is particularly important since the actions reflected in those minutes directly impact the HOA members. If the members don’t get copies of them or understand them when they do, what good are they? Managing the minute process is the key.

Minutes are a record of what was done at the meeting, not what was said. If the presiding officer keeps that in mind, it will help guide the meeting process. To control the quality and quantity of the meeting, all discussions should be formalized in a motion before proceeding. When a topic comes up, the President says, "Do I hear a motion to...?" to begin the process. If no one offers a motion which someone else seconds, the issue isn’t important enough to waste time on. Move on.

At the end of each meeting, there will have been a series of topics that made up the meeting. The minutes should recap these discussions in sequential order using the Goldilocks Method: Not too much, not too little, juuuuuuuust right.

Each item of discussion should have its own paragraph which recites the motion made and who made it. All approved secondary motions and amendments should be included as well as points of order and appeals.

There are several things that should not be included in the minutes: motion seconder’s name, remarks of guest speakers, withdrawn motions and personal opinions.

Now that you know the principles of writing good minutes, here's a sample:

Minutes of the
Board of Directors Meeting
Nottacare Condominium
November 6, 2003

The monthly Board Meeting of the Nottacare Condominium was held on Tuesday, November 6, 2003 at 7:00 p.m. in the Clubhouse.

In Attendance: Paul Pompadour, Irma M. Noteworthy, Joe Bob Redneck, Judy Judy and Fred Financial. Elmer E. Boli was excused due to illness. Mike Missing has not been heard from. Guests: Susan Supportive and Ronald Rantinrave.

Homeowner Forum. Susan gave kudos for all the Board's hard work on behalf of the HOA. Ronald expressed frustration over dog doo-doo in the common area and failure of the Landscape Contractor to prune "his" bush.

Meeting Called to Order. President Paul verified a quorum was present.

Reading of the Minutes. The minutes of the October Board Meeting were read and approved as corrected.

Financial Report. The Treasurer's Report was given. As of October 31, 2002, the balance in Operating is $12,897.34 with all bills paid to date. The reserve account has a balance of $45,900 in the ABC National Bank Money Market fund which is currently yielding 1.95% APR. There is a total of $675 in delinquent assessments from two members which have been turned over to the attorney for lien and collection.

Committee Reports
The Grounds Committee Report was given by Committee Chair Flora N. Fauna. The committee is reviewing the Greener Grass Landscaping contract and will make a recommendation at the December Board Meeting.

New Business
A motion was made by Judy Judy to ban all aardvarks from association grounds. She cites continued problems with rooting in the planting beds and threatened lawsuits from the Termite Protection League. After heated debate, the motion was tabled but the table collapsed due to termite damage.

Joe Bob moved that the Board approve flying of the Confederate Flag in support of his South Will Rise Again Initiative. The motion died for lack of second and Joe Bob seceded from the Board.

The meeting adjourned at 8:40 p.m.

Submitted by:
I. M. Noteworthy, Secretary

Minutes are minutes, not seconds or hours. Now that you know how, you too can be a Minute Man, Woman, Person or Thing. Write on! BACK

Unruly Meetings
If you are lucky, your board and owners’ meetings are calm, civilized and organized. But that is not always the case. Emotions often run high at homeowner association meetings, sometimes stemming from an unpopular board decision, increased assessments, or rule violation letters sent to an angry owner. While the conflict and unrest may be inevitable, if the board comes to the meeting prepared, it is possible to run in and control an unruly meeting attended by angry owners.

One of the best tools any board can use to control unruly meetings is a "conduct-of-meetings" policy. This policy should specify when and for how long owners are permitted to speak, require civility when speaking, and allow the chair to require attendees to leave if he/she gets out of order or fails to follow the policy.

Some additional tools to help you control an unruly meeting are summarized below:

If the board anticipates a heated discussion at a meeting, attempt to diffuse the problem prior to the meeting by discussing concerns with the upset individuals prior to the meeting;

Require owners who wish to speak on a topic to sign up at the beginning of the meeting, rather than calling on raised hands during the meeting;

Set specific time limits for any owner desiring to speak, which should be uniform for all speakers;

Allow an owner to only speak once on a particular topic;

Appoint a committee to investigate the issue and report back to the board;

Have the HOA’s attorney present, which can help to reign in emotions.

While many HOAs have conduct-of-meetings policies and set ground rules for meetings as described above, it is the responsibility of the chair of the meeting to retain control and follow the policy or ground rules.

The chair of the meeting must be organized, composed and remain calm. If the chair is faced with a particularly hostile or difficult owner, the chair should first warn the person and call him or her to order. If the difficult owner refuses to come to order the chair should ask the disruptive owner to leave the meeting (as a last resort). An alternative to removing the disruptive person is to adjourn the meeting and reconvene again when emotions have cooled. by Trisha K. Harris, Esq. BACK

How to Chair a Successful Meeting
Why do meetings fail? It may be a lack of time (or too much), a badly designed agenda (or lack of one) or an unsatisfactory venue. However, if the chairman is doing the job properly, it’s possible to overcome these and other difficulties.

Proper chairing means ensuring that the meeting achieves its aims. All discussion should be steered to these ends. While simple in theory, in practice it is a very demanding task. The skills required include:

Impartiality. A chairman is like a judge that should ensure that all participants have an opportunity to express their point of view. To do this, the chairman should remain neutral to allow dissenting opinions to be aired. The chairman is entitled to vote his own opinion when the time comes but needs to make sure all sides of the issue get voiced or, at least, have an opportunity to be heard. Constructive disagreement is healthy for the best outcome.

Assertiveness. The chair needs to control strong personalities from dominating the proceedings. The more contentious the issue, the more likely this will be an issue. There is no need to be rude. Phrases like "We should hear from Ms. Smith on this" or "Can we have some comments from the manager on this?" should be sufficient to get others into the conversation. Once this segue is provided, the chair needs to ensure that there are no interruptions while the next speaker has their say.

Staying on course. Meetings can start well but become embroiled in a particular agenda item which can monopolize the entire meeting. A chairman should consider the importance of each agenda item and allot appropriate time to each. Some items take seconds and others minutes. If an issue outgrows its importance, the chairman must take control by assigning the issue to a committee for review and recommendation at the next meeting or tabling discussion to a special meeting. Or, if the topic’s discussion has been beaten to death (arguments begin to repeat), the chair should call for a vote and move on.

Summarizing. Summarizing can be used to end a topic, to end a discussion and to ensure that everyone has a clear overview of what took place or what action is now required. It is an invaluable skill for a chairman. Summarizing requires active listening. You have to state concisely what was said in an impartial way and end with a clear statement about what is expected to happen next. It takes practice to summarize well, but it is a skill well worth developing.

Written Agenda. Many people feel that being a chairman means opening the meeting and stopping out of control disagreements. There is much more to it than that. Prior to the meeting, a chairman should compose an agenda that can be accomplished in the time allowed (usually no more than two hours), ensure that all interested parties have been notified, assess the level of interest and allot time to each item.

During the meeting, the chairman must focus on the decisions required at the meeting, ensure that all participants are accorded adequate time, decide when to end debate on each topic, use appropriate questions to clarify the issue or redirect discussion, listen carefully to all contributions and clearly summarize proceedings with an emphasis on decisions taken and future plans.

These are all key ingredients for a fruitful meeting. A tactful yet assertive chairman will help make all this happen.

Excerpts from an article from www.meetingwizard.org BACK

Forum for Them
There is a thin line between opening board meetings to guests and having those guests commandeer the show. While most guests should be welcome to sit in and listen, some feel it’s their duty to pipe up and give their sage advice or criticism. They even raise their hand when the president asks for a vote. While maybe well intended (and maybe not), guests need to remain just that when attending a board meeting. This means only speaking when requested to speak.

One mechanism for letting guest members have their say is an Open Forum which is held just prior to the formal meeting. But Open Forums need their ground rules. Some guests use them to soapbox, harangue and harass. The Open Forum is designed to allow members to express opinions, ask questions and petition the board in a civilized and orderly fashion. It’s up to the president to lay down the rules in advance and cut folks short that violate the privilege.

A fifteen minute Open Forum is usually adequate to accommodate the few guests that attend. The president should ask upfront who would like to speak in the Open Forum. Not all do, so establishing the number is important. If three say "I do" than that means each is allotted five minutes. If there are four, that means about four minutes. Announce the time limit and have a board member keep time. The message conveyed to the guest speakers should be "Be brief and to the point. We want to hear what you have to say but have important board business we also need to attend to."

The Open Forum is not designed to examine or debate complex issues or have the board actually vote on a guest’s petition. If the guest is bringing a matter of complexity to the board, it should be put on a future meeting agenda and dealt with properly. By so doing, the guest can have enough time to address the topic in the detail it merits and can expect a board verdict at the conclusion. Members need to understand this important difference. The board cannot or should not be making shoot-from-the-lip decisions on any subject that cannot be thoughtfully considered. An owner showing up at the Open Forum with an Architectural Change Request he wants approved so his contractor can start tomorrow is a prime example of something the board should not act on. Complex issues take time to study and consider.

An important component of allowing members to attend board meetings is having enough room to actually have them attend. Holding meetings in someone’s kitchen does not lend itself to guests. Hold them in a location that allows a reasonable number of guests and provide seating. Do not let the guests sit around the board table since this blurs the board and guest functions. The board members should face each other, not the guests. This configuration is important to maintain the board nature of the meeting. A board facing the guests invites continuing interaction and makes it difficult to focus on the agenda.

The Open Forum is a privilege, not a bully pulpit. While a guest should be able to speak freely, it should be done with civility. If not, the guest should be asked to leave the meeting. Letting HOA members have their say is an extremely important facet of living in a homeowner association. Even if they rarely show up, always keep the door open and be prepared to listen. BACK

An Unhidden Agenda
Homeowner association board meetings have a reputation for running longer then necessary. However, if properly organized and focused, most should take no longer than two hours. In order to conduct an effective meeting, you need to start with a concise meeting agenda.

The meeting agenda should be drafted by the manager if one exists and reviewed by the board president, since it is the president who normally conducts the meeting. At the top of the agenda should be the date, time and location of the meeting.

Agenda Points in Order:

Call to order. Done by the president.
Review & Approve Minutes from Last Board Meeting. President asks for additions and corrections. If there are none, the president requests a motion to "approve as distributed".
Financial Report. Given by treasurer or manager. Includes year to date Income and Expense Report and overview of collection activity.
Committee Reports. Given by committee chairs (Budget, Architectural & Design, Newsletter, Landscape, Pool, Social, etc.)
Unfinished Business from Last Meeting.
New Business.

Open Forum. This includes general members who want to address the board. It can be held before the board meeting so speakers can leave if they want or after the business portion of the meeting so general members can listen to issues facing the board which may address their specific concern.

Action Item Review. Sometimes added to the end of an agenda to review the action items to be addressed before the next meeting. This assures that all are clear about the decisions made and who is assigned what task. Finally, the board should set its next meeting date before adjourning the meeting.

Timed Agenda. One way to control the length of the board meeting is to use a timed agenda. To do this, the preparer of the agenda should note the actual start time next to each heading and then provide an estimate of how much time each section of the agenda should take.

The meeting agenda, along with related information, should be given to board members at least one week prior to the meeting date. This allows time to review the meeting material prior to the meeting. A well prepared board should come prepared to get business done. BACK

Minutes Essentials 2
Meeting minutes are the official record of actions taken at a meeting. For this reason, well-written minutes are essential. In the event of a dispute, minutes are the best proof of the precise wording of a motion or whether a proposal was adopted by the board.

The governing documents for homeowner associations (HOA) and condominiums generally don’t address what must be in minutes. The 11th edition of Robert’s Rules of Order was published in 2011 and gives excellent advice on minutes. The short version is this: Minutes are a record of what was done at a meeting, not what was said. There is no need to summarize debate. Once a meeting ends, we really don’t care what members said. We don’t even need to know how each member felt about a specific motion. What we need is the exact wording of each proposal and whether it was adopted or rejected.

According to Robert’s Rules, minutes generally include:

• A first paragraph stating the type of meeting, the name of the organization, the date, time and location of the meeting, whether the president and secretary were present (some groups list all members present), and whether the prior minutes were read and approved.

• A separate paragraph for each motion/proposal, including final wording and disposition (adopted, rejected or tabled).

• A final paragraph that states the time of adjournment.

Following this format, minutes tend to be pretty short. As I note in my book, "The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track," the minutes of a two-hour meeting may fit on a single page.

Can a board include other information in its minutes? Absolutely. Just recognize that a word-by-word re-enactment of a meeting really isn’t minutes. Minutes are supposed to be a short, to-the-point account of business transacted so that readers can quickly determine what was done.

If you follow the Robert’s Rules pattern for minutes, recognize that not every item on the agenda may be addressed in the minutes. If a board agenda includes a listing of "pool maintenance," but no action is needed and no motion is proposed, there would be nothing to include in the minutes. If a sentence is included about the subject being addressed, that’s fine, but it’s not necessary.

The ultimate decision maker of what should be in minutes is the board. Draft minutes don’t become official minutes until voted on or amended by the board members at the next board meeting.

If you are the keeper of the minutes, here are two suggestions. Minutes are fairly formulaic. For a specific organization, the minutes will look pretty similar from meeting to meeting. You can prepare a template that you can use to record the minutes, which will save time.

In fact, why wait until the meeting to prepare the minutes? Skeletal minutes may be prepared in advance based on the agenda. Go ahead and fill out all the information in the minutes in advance, and then at the meeting simply note what happens to each motion and add any unexpected items. I’ve seen secretaries use this technique to complete the minutes of a meeting within seconds of the meeting ending.

By Mike Hunter - Community Associations Practice Group BACK