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Annual Meeting Par Excellence There are a number of ways that a community association can improve the quality and success of its Annual Meeting. Much of it has to do with advance preparation. Begin the process at least three months prior to the event. Here are some of the critical areas to address: Confirm the Meeting Location Whether you are using association, public or private facilities, confirm availability at least 90 days in advance. If your group needs a large facility, up to six month advance may be needed. If your association does not have adequate room, consider using school, church or community facilities which are sometimes available free or at a nominal rate. Early Notification Annual Meeting notices and proxies should be sent out at least 30 days before the meeting unless your bylaws call for some other time table. If you've had problems getting a quorum in the past, get the notice and proxies out at least 60 days before the meeting. Early notices permit additional reminders before the meeting and increases the odds of getting enough proxies to meet quorum requirements. Notices Include the meeting agenda, ballot measures, slate of candidates, proxies and other relevant information. A self addressed post paid envelope for the proxy is helpful. Include a phone number for questions. Clear Directions The notice should always include the address plus directions and perhaps a map if the meeting is held at an unfamiliar location. Nominating Committee Appoint a nominating committee at least 90 days prior to the meeting to begin identifying director candidates. While sending notices and newsletter announcements requesting candidates are helpful, usually it’s the personal phone calls and visits that produce the candidates. A list of candidates along with a short bio and qualifications should accompany the meeting notice. Nominations are also accepted from the floor of the meeting. Excess Operating Funds Resolution IRS regulations require that the association as a whole approve rolling excess funds into the following year’s operating revenue or reserves. This allows the Association the option of filing as a Corporation (IRS Form 1120) or as a Homeowners' Association (IRS Form 1120H). 1120H has a lower tax rate for qualifying returns (see your accountant for the particulars). This resolution should be included in your meeting notice, proxy ballot, meeting ballots and voted upon at each Annual Meeting. Amendments to Bylaws If an amendment to the governing documents is proposed and included in the ballot, be sure a full explanation is provided with the notice. If multiple amendments are proposed, allow a vote on each rather than combining them (unless the amendments are integrally linked). Meeting Incentives Offering incentives like refreshments (nonalcoholic), drawings for prizes, and food encourage participation. Sign-In Sheet Prepare a sign-in sheet alphabetized by last name that includes unit address, a check box named "Proxy" plus a signature line for members that attend the meeting. Check off names of proxies as received and put proxies in alphabetical order. Committees Sign-Up Sheet If someone is concerned enough to show up for the Annual Meeting, don’t overlook the opportunity to get them to serve on the Landscape, Maintenance, Budget or some other committee. Have a sign-up sheet available for each committee. Ballot and Other Meeting Handouts. At least one week before the Meeting, prepare all meeting materials. The candidate ballot should include several blanks for write-ins or nominations from the floor. If there are a number of different items, it’s a good idea to print each on a different color stock for ease of identification. Here’s a list of forms and supplies: Sign-in Sheet Day of the Meeting The Board of Directors and property manager should arrive at least 30 minutes prior to the meeting to get prepared and arrange furniture if necessary. Arrange sign-in sheets, completed proxies, agendas, ballots and other handouts at the entry door to catch members as they enter. Pre collating handouts will expedite the process. At Meeting Time Assuming quorum has been achieved, the President should call the meeting to order and proceed with the agenda as distributed. Board Participation Involve each Board member: President runs the meeting; Vice President discusses the Year in Review; Secretary reads the minutes of the last annual meeting; Treasurer gives a financial report and answers related questions; and Directors discuss committee activities. The agenda usually follows a format similar to this:
When an Annual Meeting is well organized, it generally will not run more than a couple of hours. Use these "par excellence" tips and your meeting will run like a well oiled machine. BACK
Hows & Whys of Proxies The proxy provides for the voting rights. Candidates for association elections are usually declared in advance and their credentials known. Under these circumstances, a proxy representative can either be given specific instructions on how to vote or to simply use good judgment. Usually, proxies are collected from owners who return them by mail prior to the meeting. This doesn't preclude someone from gathering up a bunch of proxies door to door for the purpose of wielding a political agenda. In the view of some, this is opens the door to abuse of power. Still, the proxy giver always decides whether or not to give a proxy. The proxy is the community association vote equivalent of an absentee ballot in a governmental election. The American republican form of government is based on the principle that representatives [proxies] vote the interests of the people [owners]. Association proxy representatives, like congressman, have a way of voting the way they want to. Community associations are as close to a pure form of democracy as can be found these days. In spite of the weaknesses in the proxy system, it still works pretty well. As Churchill said, "Democracy is the worst possible form of government, except for all the others." BACK
Quorums & Proxies Answer: A community association annual meeting is no different than the annual meeting of a corporation. Like corporations, your association has the ability to issue proxies. A proxy is a legal document provided by the association and completed by a homeowner. The proxy grants the power to a designated representative to vote or act on behalf of a homeowner. The proxy representative can be a board member, a neighbor, an attorney or daughter in law...virtually any adult can act as a proxy representative. All proxy forms are counted toward the quorum (minimum number or percentage of owners required to hold a legal meeting). The challenge is to get enough people to return signed proxies by a deadline at least three days prior to the meeting. (If not enough are returned, the three days allows time to make calls and gather the proxies you need to make a quorum.) Request that all proxy forms be returned whether or not the owner plans to attend. (Owners that attend the meeting simply reclaim their proxy.) Include a postage-paid return envelope marked "Proxy" when the proxies are mailed out. Consider making the proxy completion fun by including timely respondents in a $50 drawing and a $100 drawing for those that actually attend. Finally, use your newsletter to remind your membership that meeting cancellations are costly and disruptive to the operations of your association. BACK
Voting Presidentially Parliamentary rules provide guidelines for meeting procedures. The most often used are the "Robert's Rules of Order." which originated in England in the late 1870's to facilitate public debates. Some form of these rules are used at meetings by board of directors, city councils, homeowners associations, and other governing bodies. Parliamentary procedures are not "laws." There is no law prohibiting a board president from voting, or which mandates that a president votes only to break a tie-vote. Parliamentary rules are simply guidelines, which, through the passage of time, have become standardized. Dr. Charles H. Johnson of the American Institute of Parliamentarians says that the board president can vote on a motion, unless prohibited by the Bylaws. He adds that a president usually votes where it "makes a difference" on the outcome of the vote. For example, if there is a tie vote, the president can vote to break the tie. If there is a 2-3 vote, the president can vote to tie-up the vote, hence making it fail. Unless a rule has been adopted prohibiting the president from voting under certain circumstances, or the Bylaws prohibit the president from voting, all board members, including the president has the right to vote. Article provided by Avalon Management Group BACK
Minutes by Minute The following should appear on all association board meeting minutes:
As far as what else should and shouldn't be included, Robert's Rules of Order states the minutes should record what was done at a meeting, not what was said. Here are a few rules that will help you produce a professional set of minutes:
Concerning the question as to who should perform the job of recording secretary: While this job often falls on the property manager, it shouldn't. The manager attends to offer advice and guidance. If busy taking minutes, the manager cannot participate fully in the meeting and valuable assistance may be lost. Excerpts from an article by Russell Hoselton BACK
Keeping Order Give Fair Warning. Be sure to provide an informative agenda in advance to meeting participants and make it clear that they are expected to come prepared to speak knowledgeably about the issues. Make sure the content and timing of these notices conform to state law and your governing documents. Begin With A Recap. The meeting generally begins with "approval" of the past meeting's minutes. Minutes should accurately reflect what was done at the previous meeting, not what was said. All discussion should be summarized with what was relevant to motions either adopted or defeated. In addition, the minutes should indicate who was present, the time the meeting began and ended, the fact that a quorum was present and what motions were made and approved. Take Control. The presiding officer should remain in control of the debate. Until a motion is made, there is nothing to discuss. Sometimes, motions are made, and then the ensuing debate indicates a need for a change in the motion. The chair should only allow withdrawal or amendment of a motion with consent of the voting body. Say, "If there is no objection, the motion is amended (or withdrawn) as such . . ." Push For Decisions. To nudge a debate to a conclusion, the chair might alternatively open the debate to supporting and opposing positions. Say, "Does someone want to speak in favor of [or in opposition to] the motion? Once one side has spoken, ask for the opposing side and so on until there are no more. Then, it is probably appropriate to request a motion to end debate and vote on the motion. Agreeing to limit debate on the motion to, say, 5-10 minutes is a good way of keeping things moving as well. If time runs short, or the group is simply not prepared to vote, a motion may be "tabled." However, to be done properly, a specific time must be set for when the motion will once again come before the group. Wrap Up And Move On. Parliamentary procedure should never hinder the business of a meeting. The chair should use the "unanimous consent" option to move votes along when appropriate. The leader’s role is to make sure a reasonable decision is made, not just a decision determined by the procedure itself. Keeping order is not only practical but an end to a critical means...getting decisions made. Every Board Chair needs to follow the basic principles to be effective. "Court" order by bringing order to your court. BACK
Annual Meetings
Simplified The Annual Meeting Notice The time for holding the annual meeting is found in the governing documents. Typically, an Annual Meeting Notice should be mailed at least ten days but no more than thirty days before the meeting. Postings is also helpful but do not overlook the mailing to ensure a legal notice to all owners. Include a slate of candidates and brief biographical and experience information of each. No expression of preference or Board recommendation should be included. Note that nominations will be also accepted at the meeting. The Proxy The Annual Meeting Notice should also contain a Proxy to be completed and returned by all homeowners unless prohibited by the governing documents. The Proxy assigns voting rights to a trusted representative, often a director or another homeowner, although it could be a relative, friend or attorney. Since annual meetings require a "quorum" (the minimum number of voting interests required to hold a legal meeting), gathering proxies in advance ensures that the quorum requirements are met. Any member that has completed and returned a Proxy in advance can revoke it at the meeting and vote as usual. The Proxy can incorporate a ballot so the proxy knows how the absent member wants to vote. (This is not mandatory. The absent member can leave the vote up to the discretion of the proxy) Proxy should include a post paid enveloped clearly marked PROXY on the outside and a deadline for return of at least three days before the annual meeting. This way, the Board can round up missing proxies before the meeting to ensure a quorum. Registration & Quorum Requirements All members of the Association must preregister with the Secretary (or other person appointed by the board). Additional Proxies can also be registered at that time. The Secretary should tally the registrants and proxies to ensure quorum requirements and include it in the meeting minutes. Call to Order Once quorum is confirmed, the Board President calls the meeting to order. The President should have the Secretary read the notice of the meeting into the minutes, and then should ask the membership if there are any objections to the notice and the calling of the meeting. If there are any objections, they should be carefully considered by the President. Appointment of Election Judges The first order of election business is for the President to appoint one or more election judges who must be totally neutral on the outcome. The job of the judges is to count the ballots and report the results of the voting. The vote tally must be written, signed by the judges and included with the meeting minutes. Introduction of Candidates It is customary to allow candidates to briefly present themselves and their qualifications to the membership. Unless the Association's bylaws say otherwise, the members may nominate themselves or any other eligible candidates at the time of the meeting. Voting After the presentation, the voting may proceed. Votes may either be equal or percentage weigh based on the common elements attributable to a unit. If percentage voting is used, make sure to have a printing calculator handy to confirm accuracy. The election judges officially tabulate the vote. Usually, the candidates or their representatives have the right to be present during the tabulation. All questionable ballots should be reviewed and a decision made by the judges as to validity before completing the tally. If the questionable ballot affects the outcome of a hotly contested vote, the judges might consider referring the matter to the Association's attorney. While the ballots are being counted, the President usually directs discussion of other matters and business before the association. For board elections, a plurality vote is usually required...the persons who receive the most votes wins. When the ballots are tallied, the exact results should be announced by the inspectors. Members are entitled to know the number of votes cast in favor of each candidate. The President should then ask if there are any objections to the election report. All objections must be raised and resolved by the judges during the meeting and made a part of the minutes. If no objections are raised, the election will be presumed valid. All ballots and proxies must be retained by condominium associations along with the judges’ report for at least one year. Sample Annual Meeting Agenda Read Minutes of Previous Annual Meeting - Secretary Board or Committees Reports
Keeping
Good Minutes So, they have to be kept but just how should you record them? What meetings require minutes? Which items do you record? Below is a list of some of the important points in minute-taking to help you and your association steer clear of muddled or murky records for future boards to wade through. Minutes are the only record of the board's or committee's business, and are essential for continuity and as information for succeeding boards and committees. What functions or meetings of an association require minutes? The first, of course, are any board of directors' meetings. This would hold true for regular monthly meetings, and any special meetings that might be called between regular meetings. General membership meetings (annual meetings), and any special membership meetings that might be called for a specific purpose (such as to approve a special assessment, or to vote on an important issue for the entire community, etc.) all require that minutes be kept. And last, but certainly not least important, are committee meetings. Any meetings of committees also must 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. The president must be informed of committee activities at all times. No quorum? Then no minutes, because there is no official meeting without a quorum and therefore doesn't require minutes be recorded. Here are the essentials for clear, concise
minute-taking:
Annual Meeting Checklist
Symphonizing Your Meetings Lay out the ground rules. Without ground rules, small issues become major time wasters and important matters do not receive the attention they deserve. Ground rules discourage an individual from monopolizing the meeting with personal concerns or issues previously discussed. Ground rules should be fair, easily understood and encourage a courteous and intelligent exchange. One of the best known guidelines is Robert’s Rules of Order. The degree of detail and formality described by Robert’s Rules can be reduced to some basics: 1. One person may speak at a time. When everyone understands the ground rules, it is easier for the Chair to direct the discussion, to keep speakers on track, and to move the discussion toward an orderly decision. Remember that the board has been elected to make decisions, not merely to discuss issues. Each meeting should have an agenda prepared by the Chair and distributed in advance 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. Every agenda item that requires action needs a vote. The Chair asks for a motion. Once a motion is made, another person seconds the motion and discussion follows until the board is ready to vote. The vote is then recorded in the meeting minutes either as failed, passed unanimously or passed with dissenting or abstaining directors listed by name. (Recording votes by name is particularly critical if the issue is controversial). If someone is disgruntled about the vote outcome, that’s unfortunate. Votes do not have to be unanimous. 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. 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 discuss issues like the sales price of some unit. This information may be interesting to some, but it is immaterial to the association’s business. These topics should be culled from discussion. The Chair plays an important role as "The Gatekeeper". The job of the gatekeeper is to "guard" the discussion by enforcing the ground rules, maintaining order, and calling a particular topic inappropriate. The Chair prods the discussion along or brings it to a close when all of the facts have been identified and it is time to make a decision. The Chair must also control dissenters using "bully tactics". Bully tactics succeed by discrediting information or interruption. If the Chair makes it clear that bully tactics will not be tolerated, the behavior usually diminishes. Most meetings have a time when owners may speak, sometimes called an Open Forum. The Open Forum is an extremely important part of the meeting, even if participation is small. It will help diffuse rumors and gossip and demonstrate that the board wants to communicate and receive feedback. It’s great for public relations. The Open Forum happens just prior to the board meeting so owner may speak and leave if they have no interest in the business portion of the meeting. Each person speaking should be limited to, say, five minutes so the each will get to the point. Speaking of public relations, never hold closed or secret board meetings. Owners have a right to be present at all business meetings (as visitors, not participants). To shut them out invites challenge. With this in mind, all business meetings should be announced to all owners in advance and held in visitor friendly locations. Holding a meeting in someone’s living room where there is seating for board members only is the same as telling members they are not welcome. Even if members don’t generally attend, always leave that door open. It will make the board job much more pleasant. Additional success tips include: Now, do you hear the orchestra starting to warm up? Hold on to that mental image. Conduct your meetings like a symphony and harmonious music will spread through out your community. BACK 10
Meeting Myths If your meetings are organized, properly run and stay on track, consider yourself lucky. If not, it's likely your board is spending time on things it shouldn't or isn't doing things it should. There are several reasons why you might be having troubles. Let's dispel some common meeting myths and explore what it takes to run a good one. Myth #1: Parliamentary Procedure Doesn’t Matter. Many HOAs dictate in their governing documents that a certain parliamentary book will be followed when transacting business. For that matter, many states now have statutes requiring that community association board and annual meetings follow specific rules or even Robert’s Rules during meetings. Ignoring or incorrectly applying these procedures can lead to embarrassment, hard feelings, and even lawsuits. Myth #2: Any Robert’s Rules Will Do. There are lots of books with "Robert’s Rules" in the title. However, most of these books are earlier editions of Robert’s or knock-offs. There’s only one official Robert's Rules. The current book is Robert's Rules of Order Newly Revised (11th Edition), published in 2011. If you are supposed to follow the "latest edition" of Robert's, this is the book you need. Each new edition brings changes to procedure; the latest has 120. Myth #3: Rules Are the Same for All Meetings. Rules aren’t one size fits all. Problems are common when large meetings behave too informally or small meetings behave too formally. Rules, like clothes, should fit. They should suit the organization they are meant to serve. Most parliamentary manuals provide that board meetings and membership meetings are conducted differently. Large meetings must be fairly formal. However, formality can hinder business in smaller bodies. As a result, Robert’s recommends less formal rules for small boards and committees, such as no seconds to motions, no limits on debate and the chair can debate and vote. Smaller boards that dislike this informality may wish to follow more formal procedures. Even informal boards may choose to be more formal on important or controversial matters, just to make sure things are handled absolutely correctly. Myth #4: Seconds Always Matter. In a larger body, such as an annual membership meeting, a motion with a second implies that at least two people want to discuss the motion. On the other hand, if there is no second, only one person of the entire group is interested. In this case, there should be no further action on the proposal. However, after any debate on an issue, the lack of a second is irrelevant. Despite the important part seconds play for large groups, they aren't required for less formal smaller boards or on motions from committees. Myth #5: Debate and a Formal Vote Are Required. Many non-controversial matters can be resolved without debate through "general" or "unanimous" consent. Using this method, the presiding officer might ask, "Is there any objection to ending debate?" If no one objects, you’re done. Debate is closed. If a member objects, the matter is resolved with a motion and vote. Unanimous consent allows an assembly to move quickly through uncontested issues. Myth #6: The Maker of a Motion Gets to Speak First and Last. The maker of a motion has the right to speak first to a proposal. After speaking, the maker has no more rights to speak than other members. In fact, the maker cannot speak a second time unless everyone else who wishes to speak to the issue has had a chance. Myth #7: "Old Business." "Old Business" is not a parliamentary term. The correct term is "Unfinished Business" and makes clear the term refers to specific items carried over from the previous meeting. A presiding officer never needs to ask, "Is there any unfinished business?" The officer simply states the question on the first item ("There is one item of unfinished business . . . . ."). Annual meetings generally have no unfinished business. Myth #8: Yelling Out "Question!" Stops Debate. The motion to close debate (calling the "Previous Question") is often mishandled by stopping debate anytime someone shouts "Question!" from the back of the room. First, shouting anything from anywhere in the room is bad form. For the chair to act, a member must be recognized by the chair and the motion brought forward. The motion to close debate is like any other motion. The Previous Question requires a second and a two-thirds vote. Only the assembly decides when to end debate. Myth #9: "Lay on the Table" Kills Sticky Issues. "Lay on the Table" is often misused to sweep difficult issues under the rug. Robert’s provides that the motion is out of order if the intent is to kill or avoid dealing with a measure. Properly used, the motion temporarily delays a matter when some other urgent issue has arisen, such as an emergency or an important guest who is to speak to the group. Once the urgent matter is over, the group can resume the tabled matter. Because the motion to Table is undebatable and only requires a majority vote, it should not be used to get rid of a topic. Myth #10: The Chair Rules the Meeting. The chair is the servant of the assembly, not its master. Put another way, the chair can only get away with what the assembly allows. If the rules of the assembly are being violated, any member can raise a "Point of Order." Once the chair rules on the Point of Order, a member can Appeal from the decision of the chair. If seconded, the Appeal takes the parliamentary question away from the chair and gives it to the assembly. The assembly is the ultimate decider of all procedural issues. Those who live in or work with homeowner associations should learn at least the basics of parliamentary procedure. The benefits of a well-run meeting go beyond legal concerns. Proper procedure can turn long, confrontational meetings into short, painless ones. Eliminating these myths will bring your meetings more in line with proper procedure and result in shorter, more effective meetings. Jim Slaughter - Certified Professional Parliamentarian BACK |
Meeting Date, Meeting Time, Location (reserved?), Agenda