Millie’s Motion
The Annual Meeting of Nottacare Condominium convenes. The Agenda shows the standard items including Review Minutes, Financial Report, President’s Report and Election of Directors. As per usual, about 20% of the 95 members show up. But the Board has been proactive in getting proxies from the rest so having a quorum is not a problem. The Board President proceeds systematically down the distributed Agenda. After approving last year’s minutes and a year to date financial overview, she moves towards elections in hopes of wrapping up business early so the wine tasting and potluck can begin. But wait! Millie, a longtime resident, rises to her feet and says "Madam President, I’d like to propose a motion to amend the governing documents to eliminate renters. I’m sick and tired of all the coming and going and lack of regard for us owners."

The President responds, "Millie, I’ve had the same concerns. Do I hear a second?" A second comes from the back of the room and soon a lively discussion ensues about the pros and cons of renters. Bill comments "This all seems a bit hasty and aren’t there federal Fair Housing regulations to consider?" Mary, who rents her unit out, says "I just signed a one year lease with my tenant. What do you expect me do now? Besides, I bought the unit so I could rent it out. There were no restrictions against it." Joe jumps to his feet, "Who cares? We need to get rid of those people. Let’s change the rules and move’em out!" After much haranguing and gnashing of teeth, a vote is called for and a majority of 10 of the 19 present plus another 40 proxies held by the Board President vote to eliminate rentals.

Many believe that the Annual Meeting is a place that the members can be heard and the system changed. While that’s true to an extent, certain aspects of it must be handled to protect the rights of all members, particularly the ones that aren’t present. For that reason, no motions should be entertained that are not on the Agenda which has been distributed with the Annual Meeting Notice to all members. If HOA amendments or policy is to be voted on, all members must be informed ahead of time so they can participate in the discussion. Allowing someone to make spontaneous motions disenfranchises members that aren't at the meeting. It's up to the Board President to call such motions "out of order".

The easiest way to head off such spontaneity is to advise all members prior to the meeting when the Annual Meeting Agenda is being compiled and ask for any proposed amendments or policy changes by such and such a deadline. Add further that no motions can be entertained at the meeting itself unless they are on the Agenda and explained in enough detail so that all members understand what they are and the implications. Proposed amendments should always be reviewed by the attorney prior to enactment.

Restricting motions does not mean that members are not allowed to speak their mind. That is one of the purposes of the Annual Meeting. Free speech helps the members to winnow through issues and come to either an agreement or an agreement to disagree. Encouraging this kind of discussion is good.

But in the case of Millie’s Motion, the proper response from the Chair should have been "Thank you for your suggestion Millie. Why don’t you circulate a petition to all the members to see if there is strong support for restricting rentals? Have the supporters sign your petition and if there are enough, we can either hold a special meeting or vote on it at the next Annual Meeting. Does anyone else have anything they want to discuss before we move on to elections?"

Amending the governing documents or policy should never be done on the spur of the moment. There are few issues that are so urgent that can’t wait for proper review and feedback by all members.. If confronted by a Millie’s Motion situation, help guide the process to a thoughtful conclusion.  BACK

Robert’s Rules Simplified
In 1863, Henry Robert, an engineering officer in the United States Army, was asked to preside over a large meeting. Captain Robert did not know how to preside, but trusting that the assembly would behave itself, he plunged right in. With that plunge came the quick determination that he would never preside over another meeting until he knew more about parliamentary law.

After researching the voluminous and conflicting procedures used by the English Parliament and the United States Congress, he began drafting what is considered to be the definitive manual on parliamentary procedure, Robert’s Rules of Order. Over the last 100 years numerous editions have been published.

Robert’s Rules enables assemblies of any size resolve matters of varying complexity in a minimal amount of time. This is true regardless of the climate of the meeting, whether it be a harmonious or an impassioned and divided one. The application of Robert’s Rules can make a large meeting run briskly and smoothly. In some circumstances, its formality can actually hinder business, such as an HOA board meeting. However, Robert’s Rules specifically provides that in a board meeting where there are not more than about a dozen board members present, some of the formality can be in the following respects:

1. The president can make motions and vote on all matters.
2. The president can speak on any matter before the board.
3. No motion needs to be seconded.
4. There can be informal discussion of a subject without a motion being made.
5. If a proposal is perfectly clear, a vote can be taken without any motion having been introduced.
6. After a general discussion has been held without a motion, action can be agreed upon by unanimous consent without taking a vote at all.

A board always has the option to follow the regular, more cumbersome parliamentary procedures if the board works better in a more formal setting. However, most boards seem to function more efficiently with a simplified process. Of course, on important or very complex matters, a clearly stated motion can be helpful to ensure that everyone understands what is being voted upon. Other matters, however, can be handled without making a formal motion. For example, where the board has thoroughly discussed three bids for landscaping without a motion, and where it was obvious that one bid is much better than the others, the president can bring the matter to a simple conclusion by stating:

"If there is no further discussion and no objection, let the minutes reflect that the board voted unanimously to approve the proposal from ABC Landscaping Company and the president is authorized to execute the proposed contract after it is reviewed by the association’s attorney."

The key to the above scenario is that the matter is unanimous. If it were not unanimous, the president could state as follows:

"If there is no further discussion, I move that we accept the proposal of ABC Landscaping Company and that the president is authorized to execute the proposed contract after it is reviewed by the association’s attorney. All in favor, say "aye". All opposed? (The minutes then reflect the actual vote.)"

Many association boards have operated with short form procedures by custom without realizing that simplified procedures are specifically provided in Robert’s Rules of Order. Section 48 of Robert’s Rules should put to rest any objection anyone may have to the use of simplified procedures in association board meetings. By Orten & Hindman, P.C.  BACK

Presiding Like a Pro
Running meetings efficiently is a critical part of managing HOA business. The Agenda establishes sequence in which business is taken up during a meeting. It is a blueprint for meetings and provides a systematic plan for the orderly conduct of business. Most governing documents include a sample Agenda which includes:

I. Reading & Approval of Minutes. Following any corrections or additions, the minutes should be approved. Approval is usually handled by unanimous consent.
II. Reports of Officers, Boards & Standing Committees. The Chairman only calls on those that have reports.
III. Reports of Special Committees. Special committees exist solely for the purposes of a specific project.
IV. Unfinished Business. Sometimes referred to as "old business", it deals with issues carried over from the previous meeting.
V. New Business. You name it.

Here are some handy phrases for the presiding officer:

Opening the Meeting (after quorum is present) "The meeting will come to order."

Recognizing Members "The chair recognizes..."

Stating the Question (following motion and second) It is moved and seconded that (or to) ..."

When Debate Appears to have Ended (if no objection, chair can proceed to vote) "Are you ready for the question?"

Taking a Vote (once debate appears to have ended or vote has been ordered)

• Voice Vote "There is a motion to _______. Those in favor of the motion, say aye. Those opposed, say no."
• Standing Vote "Those in favor of the motion to _______ will stand. Be seated. Those opposed will stand. Be seated."
• Vote by Show of Hands "There is a motion to _______. All those in favor of the motion will raise the right hand." (Count hands) Those opposed will raise the right hand." (Count hands)

Announcing the Vote (immediately following vote)

• Voice Vote "The ayes have it and the motion is carried." Or, "The nos have it and the motion fails."
• Uncounted Standing or Show of Hands Vote "The ayes have it and the motion carries." Or, "The nos have it and the motion fails."
• Counted Rising Vote or Show of Hands Vote "There are 32 ayes and 30 nos. The affirmative has it and the motion passes." Or, "There are 29 ayes and 33 nos. The nos have it and the motion fails."

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

Proceeding Through Business. "The next item of business is . . . .

Discipline

• Motion Out of Order "The chair rules that the motion is out of order because . . ."
• Member Out of Order (serious offense while speaking) "You are out of order. Please be seated."

There, now that wasn’t so bad was it? Now get out there and preside your meetings like a pro. Feel the power, feel the love.

From Jim Slaughter, Parliamentarian  BACK

Meeting Shortcuts
"Be sincere, be brief and be seated." Unfortunately, some meeting attendees fail to follow Teddy Roosevelt’s sage advice. As a result, discussions can be lengthy and repetitive. Effective presiding officers use various techniques to keep discussion moving. If your meetings are dragging on and on and on and, well, you get the picture, try a couple of these techniques:

• No one can speak more than five minutes.
• No one can speak a second time until everyone who wishes to speak has spoken once. The Chair can facilitate this by asking, "Is there anyone who would like to speak who has not yet spoken?"
• Alternate pro and con. After hearing a proponent, ask, "Is there anyone who wishes to speak against the motion?" When no one wishes to speak on a particular side, ask "Is there any objection to closing discussion? Hearing no objection, discussion is closed."
• Encourage new discussion and prevent repetition by asking for speakers who have not yet spoken.
• List start and end times for each discussion item on the agenda.
• Announce at the beginning of the meeting when the meeting will adjourn. Members usually police themselves when the meeting has a set ending time.
• If a few continue to prolong debate, ask for a motion: "Is there a motion to close debate?"  Debate may be closed with a two-thirds majority vote.

Keeping meetings short is an important part of attracting volunteers. Remember old Rough Rider Teddy and take CHAAAAAAAAAAAAAAAAARGE!    BACK

10 Effective Meeting Tips
Because of his busy work schedule, the HOA board president can’t give much thought to board meetings until he gets to one. He typically arrives at the meeting just in time. That’s not a problem because the board meets nearby at another board member’s home. Members visit over snacks before moving to the living room for their meeting.

To accommodate latecomers, John starts the meeting about 15 minutes late. "So what do we need to do next?" he asks the manager. He keeps asking this question throughout the meeting.

He is a real stickler for procedure and requires a motion, a second and a vote for all issues before the board, even routine matters. Meetings can last up to three hours, depending on what new issues board members raise and how long or how many times they want to talk.

What’s wrong with this scenario? If you are content with long, disorganized and unproductive meetings, stop reading now. If you prefer shorter, more effective board meetings, here are 10 tips for doing better than this board president.

1. Plan the meeting. No single effort saves more time during meetings than planning ahead. What needs to be accomplished at the meeting? Who is responsible for each item? Have minutes of the previous meeting, the agenda and other necessary documents been provided to each board member?

At a minimum, a president should have a general outline of a meeting. Parliamentary books such as Robert’s Rules of Order Newly Revised recognize a standard order of business, which includes:

Opening the meeting. The president should officially call the meeting to order by saying, "The meeting will come to order."
Approving the minutes.
Reports. The manager or committee chairs should only be called on if they have something to report. No vote is needed unless action is recommended.
Unfinished business. Unfinished business includes any motion that was not resolved at the previous meeting.
New business. Members can introduce new items for consideration.
Closing the meeting. In most bodies, the president can adjourn the meeting by asking, "Is there any objection to adjourning the meeting? Hearing no objection, the meeting is adjourned."

2. Pick the right location. Typically, meetings in a relaxed setting tend to be relaxed about everything, including the meeting’s length. That’s fine. But does meeting in a board member’s living room give the right impression to a homeowner appealing a rules violation? If you don’t have an on-site meeting room, you can find free or low cost rooms at a library or place of worship.

A room’s layout also should be considered. Auditorium seating usually leads to less participation by board members. In contrast, a circle of chairs can invite too much discussion. Some boards prefer U-shaped seating, which encourages participation, but acknowledges the president is running the meeting.

3. Start on time. The president should arrive early to be better prepared to tackle the evening’s business. Delaying a meeting encourages board members to arrive late and punishes those who are on time.

4. Prepare an agenda. An agenda is more detailed than an "order of business" and lists the specific items that will be discussed during the meeting. Well-planned agendas make for shorter meetings that seem effortless. At a minimum, an agenda should list the order in which items will be discussed. If there are several important items, prioritize them. It is usually best to prepare and circular the agenda and related material in advance.

Boards needing serious intervention may wish to consider a timed agenda, which gives a start and end time for each item. Such scheduling helps rein in long discussions, allowing several controversial items to be addressed. The president should announce when time has expired and wrap up the matter.

5. Set an adjournment time. At a minimum, an agenda should list the time the meeting will adjourn. This will force the board to use its time more efficiently. Some boards plan their meetings to fit a set time, such as 90 minutes. They cover more important issues first and carry over items not addressed to the next meeting.

6. Use informal procedures when you can. Robert’s Rules notes that strict procedures can actually hinder business for boards with fewer than 12 members. For example, it recommends smaller boards not require a second on each motion and allow the chair to make motions.

Even during informal meetings, boards may wish to be more formal on matters of great importance or controversy. For example, they may want to observe limits on debate to keep the meeting on schedule or vote formally to help avoid legal challenges.

7. Use unanimous consent. A great time-saver for routine items is unanimous consent. Boards often use it to adopt routine reports, approve minutes or end debate. On noncontroversial matters, the president can ask if there is any objection to approving the item. If no one objects, it is approved. If a member objects, the president can ask for a motion and a vote.

Some boards even use a "consent agenda" at the beginning of a meeting that includes all noncontroversial items, such as approving minutes. Any board member can remove an item and place it on the regular agenda for consideration and a vote. The board then approves the remaining items on the consent agenda unanimously without discussion.

8. Require new business in advance. If board members never know how long meetings will last, it’s probably because they don’t know what issues will be raised. Require them to submit their new business items in advance. Allowing members to bring up issues at the meeting can lead to poorly thought-out motions. The board can allow new business to be brought up for the first time at the meeting by suspending the rule and carry it over to the next meeting if the item requires research.

9. Manage discussion. Encourage new discussion and prevent repetition by asking for comments from directors who have not spoken. Seek alternative views. After hearing from a proponent, ask if anyone opposed to the motion would like to speak. When members digress, note that their comments aren’t relevant to the discussion.

10. Limit discussion. Set the discussion time prior to addressing any potentially controversial or important issues. You can do this with a motion to limit total debate to a specified number of minutes. Such a motion generally requires a two-thirds vote. When discussion is no longer fruitful, ask for a motion to close the debate.

By following these simple suggestions, you can help keep your board on track, making meetings shorter, more effective and less burdensome.