Meeting Articles

Parliamentary Procedure 101
Running a successful HOA meeting involves orderly communication and getting business done. While large assemblies like Congress use involved parliamentary procedures to keep business orderly (some say "confused") HOAs are encouraged to use a simplified version. Parliamentary Procedure provides a mechanism to transact business, to protect the free speech rights of all attendees and to promote harmony. It is based on common sense and custom.

1. What are some of the fundamentals of Parliamentary Procedure?
a. Only one motion may be considered at a time.
b. Majority vote decides.
c. Every member has a right to understand a motion before voting.
d. Each member has the right to speak freely without interruption.
e. Voting by secret ballot is a right.
f. The presiding officer should be impartial and should act to protect the members’ rights and privileges.
g. Until the vote is announced, every member has the right to voice opposition or approval.

2. What is a quorum? Quorum is defined as the number of members in good standing who must be present to transact business. If not defined in the bylaws, a quorum is considered to be a simple majority (51%).

3. May a motion already voted on be changed? Yes, a motion may:
a. Be "reconsidered" at the same meeting.
b. Be "rescinded" at a subsequent meeting.
c. Be reintroduced as an entirely new motion.

4. What does "to table" a motion mean? Tabling simply defers a motion until later.

5. What does "call the question" mean? This is usually an attempt to close debate. The appropriate motion is to "close debate" which requires a 2/3 vote.

6. What is a "point of order"? The purpose of a "point of order" is to call to attention a violation of the rules, an omission, a mistake, or an error in procedure.

7. What does it mean to "abstain" when a vote has been called? To abstain means to relinquish one’s vote. While this is appropriate when there is a conflict of interest by a voting member, the right to vote is an obligation of membership; abstentions should not be encouraged.

Meetings using Parliamentary Procedure are designed to protect the right of free speech and to get business done. All HOAs need to use it.

Excerpts from an article by parliamentarian Alice Sturgis. BACK

Taking Proper Minutes
The worst basis for a set of good minutes is a bad meeting. If the president does not understand or practice the fundamentals of parliamentary procedure, the resulting minutes will reflect the inevitable chaos. Minutes are the record of the official action of the assembly. So there must be a vote of the assembly to have any official action. If a meeting has no voting, it isn't a meeting but rather a collection of people engaged in discussion. It is also a waste of time.

Taking minutes is not taking dictation. As the name implies, minutes should be brief. Brevity, however, often requires more thoughtfulness than long windedness does.

It is not necessary for the secretary to be a member of the board. Often someone is hired or appointed to this task. This frees the board secretary to participate in the debate. Since the property manager is hired to inform and give counsel to the board, it is unwise to shackle the manager with the minute taking task either.

As a minimum, the minutes should include:

1.The exact legal name of the homeowner association.

2.The date, time and place of the meeting.

3.The names of the persons present in an official capacity. If there is an open meeting, the non-voting audience need not be included. However, if the meeting is a membership meeting, a roll should be taken, and the number of persons or votes present should be announced, or at least a quorum announced, and entered into the minutes.

4.The motions voted on, exactly as finally made, seconded, and passed. There is no reason to include the discussion, the revisions of the motions or who said what. None of these is an official action. The minutes should include the background for the motion so it’s understood why it is relevant.

To keep the meeting on track, the motion should be made before any discussion of the topic. No motion, no discussion. A discussion without a motion is not only officially "out of order, " but also creates chaos. The group should not discuss anything that is not properly presented in the form of a motion that the group can act upon.

A committee report can be made, ending in a motion, if action is required. If no action is required, there must still be a motion to accept the report without action.

5.The vote. If the vote is "without objection", it should be so stated in the minutes. If the vote is by voice, only the ruling of the chair need be noted, that is "the motion passed". If a member successfully moves to "divide the assembly" by standing, a show of hands or a paper ballot, the count should be recorded. In a small assembly, it is proper and advisable to show the names of those voting in favor, abstaining and in opposition to a motion. It is especially important to list those dissenting, so that they are not responsible for the consequences of an action with which they disagree.

6. The signature of the secretary, preceded by the word "Submitted by". The minutes are not official until they are approved by the assembly at a subsequent meeting. Once approved, they are the official action of the assembly.

7. Inclusion in the corporate minutes book. The minute book is the principal record of the corporation. The records should be on good paper, in an official notebook, which should be turned over to the succeeding secretary. The minutes should also be kept in digital files which can be stored and posted on the HOA’s website.

Minutes are the official reflection of the acts of the homeowner association. Without them, the HOA has not acted. Sloppy minutes that merely reflect the discussion of the assembly without putting down its actions, do not support any action.

Excerpts from an article by Gurdon H. Buck. BACK

Meeting Mechanisms
Meetings are the mechanism for conducting homeowner association business. They should be properly choreographed to ensure that real business gets accomplished. While HOA meetings are typically less formal than those of Congress (and thankfully shorter), using parliamentary procedure goes a long way to turning endless discussion into done deals. Here are a few mechanisms on how to run an effective board meeting:

Schedule & Publicize the Meetings. Board meetings should be scheduled and noticed well in advance to avoid scheduling conflicts. Rather than schedule them on the fly, set dates, times and locations a year in advance. Strive to hold meetings consistently (like the second Tuesday of January, April, July and October at 6:30-8:30 pm in the Clubhouse). Post the schedule on the HOA’s website, newsletters and common area postings. Distribute it by e-mail and/or regular mail.

Distribute Agendas & Supporting Material in Advance. Directors should receive the agenda and related information at least one week in advance. Include the most recent financial report, manager’s report (if applies), details of delinquencies (who, amounts owed, how long, action taken to date), minutes of last meeting, requests by owners (architectural modification, petitions) and committee reports. Directors should review the information before the meeting and come prepared to discuss it.

Prohibit Use of Alcohol. Social events are great but HOA meetings are not social events and getting real business done requires clear headed focus. Save the wine tasting for after the meeting or for another time and place altogether.

Use a Location Conducive to Business. While meeting in someone’s home may be cheap, it is generally not conducive to meetings or large enough for guests. Homes often have disruptions like phones, kids and pets. If your HOA doesn’t have a meeting room or clubhouse, use a local church, library or community center which are often cheap or free. The facility should have a table large enough for the board and additional room and seating for a reasonable number of guests. The room should be well lit and temperature controlled for comfort.

Set a Time Limit. Most meetings should be limited to no more than two hours. Using a "timed" agenda actually puts time limits on each agenda item (like Review & Approve Minutes: 5 minutes, Landscape Contractor Review & Approval: 15 minutes, etc.).

Follow Parliamentary Procedure. Parliamentary procedure is designed so that business is handled systematically and to avoid rambling discussions. If a director wants to discuss something new, it should be proposed as a motion, seconded and voted "aye" by a majority of the directors. If the motion fails, move on. Parliamentary procedure allows discussion as long as it presents new information for consideration. If a discussion of a motion is clearly headed for pass or fail, the Chair can terminate the discussion by asking for a vote. At times it’s like herding cats but in the long run, getting business done within a set time frame will reward accomplishment, not talk. (For a simplified version of Parliamentary Procedure, see Meetings section.)

Start on Time. Waiting for chronically late directors shortens available meeting time and encourages tardiness. If the meeting is scheduled for 6:30, start at that time. Avoid the temptation to bring straggling directors up on what they missed. This too encourages tardiness.

Start with an Member Forum. Let the members have their say, ask questions and criticize if they must. Limit the forum to 15 minutes or less. Ask how many want to speak, do the math and limit each to a set time limit. If only one wants to speak, five minutes is usually enough and move on to the agenda. This is not a time for members to ask for board action on any complex topics. If the topic requires research, board response should be delayed until adequate information is developed.

Follow the Agenda. The agenda is the meeting map. Stray too far from it and you may not find your way back. The Chair should monitor discussions carefully and rein it in when it drifts too far afield. Adding impromptu agenda items is rarely productive because they rob time from the set agenda and usually produce a rambling and uninformed discussion. Save the impromptu for a future meeting.

Directors and members will appreciate the results of productive meetings. Meeting mechanisms like these are designed to get business accomplished so volunteers can get back to their lives. Gear up and gitter done! BACK

Meetings by Design
Meetings are the venues wherein homeowner association business decisions are made. Since these meetings are usually infrequent, the importance of the decisions made cannot be understated. However, some HOAs are decision challenged because:

The meetings rarely begin on time and often run late.
Discussions are endless and often inconclusive.
Issues decided at a previous meeting continue to be revisited.
Disagreements frequently turn ugly.
Meetings end when members are exhausted, not because they have completed the business at hand.

These meetings generally accomplish little if anything at all.

Many boards manage to conduct their business with a minimum of fuss and a measure of efficiency. These meetings don’t happen by chance; they happen by design, and that design begins with an agenda.

If you don’t have a destination in mind, any path will take you there. If a meeting lacks an agenda, it will go anywhere and everywhere and end up going nowhere. The agenda provides a road map for the meeting, identifying the issues to be discussed and establishing the order in which business will be transacted.

Knowing what is on the agenda allows board members to begin formulating their views before the meeting begins. It helps, of course, if board members actually review the agenda and any accompanying information in advance. But it takes more than advance preparation and an agenda to produce a successful meeting; boards also need a set of rules to guide their discussions.

Meetings don’t have to be rigid or overly formal, but they do have to be orderly. Some boards use a simplified version of Robert’s Rules of Order which includes such concepts like:

When a topic is brought up, a formal motion is required before it is discussed. This will ensure that more than one person thinks the issue is worth discussing.
Only one person is recognized to speak at a time by the chair.
Standards of civility (no personal attacks or interrupting).
A time limit for the meeting and for each speaker on each issue. Otherwise, boards end up spending too much time on relatively minor issues and not enough time on mores significant ones. If a majority of the board members think a topic requires more time, they can always vote to extend the discussion.

A reasonable agenda, advance preparation and rules of order provide the foundation for an effective meeting, like the tracks on which a train runs. But like a train, a meeting needs a steady hand on the throttle to keep it moving forward. Conducting both a train and a meeting require a certain amount of skill. The person in charge needs to control with a firm but not a heavy hand. In HOA meetings, this means giving all board members a chance to express their views, but also requiring them to stick to the topic and the time limits.

Some owners think they have an absolute right to participate in board meetings and some boards think it is best to hold their meetings behind closed doors. Both are wrong. Many states have specific requirements for most board meetings to be open to members (to audit not participate). Some have exceptions for "executive session", or a closed door session, which may exclude members which include:

1. Employment issues
2. Contract negotiations
3. Consultation with counsel or review of information provided by counsel.
4. Constitutionally or legally protected topics (such as medical records and attorney-client privileged information)
5. Privacy issues

If a board discussion item does not fall under one of these exceptions, it must be discussed at an open board meeting.

As far as member participation in board meetings, state laws vary. Colorado, for example, requires that members be allowed to speak to issues being considered by the board. However, regardless of state statute, it’s good policy to set aside time for an open forum so members can ask questions and express their views.

Homeowner associations are required to hold annual meetings, but many governing documents are silent on how often the board must meet. The board is generally free to meet as often as it chooses. The size and complexity of the community and the personal commitments of board members will typically dictate the meeting schedule. Another consideration is that managers typically charge for their time to attend board meetings. Since it’s important for the manager to be present at board meetings, the board needs to weigh the cost and benefit of more or fewer meetings.

When properly organized, smaller HOAs can usually suffice with quarterly board meetings while larger ones may need bi-monthly or monthly meetings. The more the meetings, the more important it is to have those meeting organized and efficiently executed. Volunteer time can only be stretched so far.

What happens after board meetings can be almost as important as what happens during the meetings. Some board members take votes against their proposals personally rather than of the suggestions they have made. They sometimes take their disappointment and anger outside of the meeting room, complaining publicly about the decision and even encouraging owners to overturn it. This behavior undermines the decision-making process, exacerbates tension, and erodes trust. As long as the board action is legal and in compliance with the governing documents, board members should accept that "majority rules" applies to votes they don’t like as well as to those with which they agree.

All board decisions won’t be unanimous, nor should they be. Honest differences of opinion are healthy, encouraging an exchange of ideas that improves the decision-making process and contributes to the successful meetings boards want to have. While board meetings won’t always produce good decisions, they will almost certainly reduce the number of bad ones. To produce the likelihood of more good decisions, design your meetings for success.

Excerpts from an article by www.HindmanSanchez.com BACK