Are you one of those associations that have to corral your directors for board meetings? Have you ever been tempted to look up the language in your bylaws to see whether you can disqualify a director from serving because of excessive absences? Have you asked legal counsel if there are ways to prevent certain troublesome homeowners from attending and speaking during open forum? If you’re only looking at those individuals as the problem, maybe you’re not looking in all the right places.
The best gift any association can give itself is a well-run meeting. Homeowners and directors often forget that the purpose of an association’s board meeting is to conduct business. By sticking to the basics, managers, homeowners, and directors can limit wasted time and enjoy a more effective and efficient meeting.
Keep the agenda short and focused. Associations are required to post notice for a regular board meeting four (4) days in advance, and cannot act on any item unless it is on the agenda. Use that time to plan appropriately. If there are items that are going to require lengthy discussion and homeowner input, think about scheduling a separate meeting so that the Board can complete its regular business. A dedicated special meeting shows that the board values homeowner input, and will not try to rush through decisions. Consult your managers for the length of your agenda.
Open Forum – Homeowner Contributions to Meetings
Often the biggest downfall for directors, managers, and efficient meetings is handling homeowner participation. Knowing how and when to move things along is crucial, but it will only be successful if everyone knows the rules in advance.
First, open forum is a required part of board meetings under the Open Meeting Act. Associations must allow homeowners to speak at any open meeting but can create reasonable limits. Boards should decide when to hold open forum during the meeting, determine a reasonable time limit, and be consistent in enforcing that limit. An average time is usually around 3 minutes per homeowner, but should be adjusted based on your association’s needs.
Second, open forum is an opportunity for homeowners to speak and directors to listen. Homeowners may want to offer an opinion on a matter under consideration, criticize, or bring something new to the board’s attention. In either case directors should resist the urge to debate.
Third, keep in mind that homeowner participation during open forum is only one part of a board meeting. Board deliberation, discussion, and decision are not opportunities for homeowner participation. Homeowners who interrupt others should be asked to wait for their turn during open forum. Be firm and remind them of the guidelines, but always remember to be reasonable and neighborly.
Board Discussion and Conducting Business Outside of Meetings
Let’s face it: Directors are still responsible for running board meetings. If meetings are dragging on, boards need to take a look in the mirror. The person running a meeting needs to be realistic about the amount of business they are expected to cover during the meeting.
Previously, boards relied too much on obtaining unanimous consent to speed through an agenda. After all, business conducted by obtaining unanimous written consent (before or after a meeting) appeared to reduce the topics covered on the agenda during monthly meetings. Once the right of unanimous written consent outside of a meeting was curtailed by the Legislature, boards feared it would cause meeting time to quickly spiral out of control. Without that tool at their disposal, associations and managers believed they would be trapped in endless meetings, with endless discussion or action items.
However, making all unanimous decisions outside of meetings produced a distorted reality. Directors expected unanimous decisions all the time, and became frustrated if the board had to debate items during meetings. The result was more time and effort trying to convert dissenting opinion into unanimous agreement, usually by lengthy email chains before and after meetings. Now that business and discussion is confined to meetings, boards can set reasonable expectations for discussions and voting.
Directors should also remember that their duty is to serve the association and its members, not their own agendas. Deliberation among directors should be encouraged, but heated discussion and personal attacks have no place in board meetings. After a vote is taken, and the outcome is determined one way or the other, the directors need to move onto the next issue. Homeowners that see their directors behaving badly will have little faith in the resulting decisions.
Meeting minutes should be short. They should not be a play-by-play account of every detail or statement that occurred during a meeting. Minutes should reflect a summary of: the agenda, reports received, and actions taken during the meeting.
Approving draft minutes from a previous meeting should be a routine matter. Reading aloud through the proposed minutes is not a productive use of anyone’s time. Managers should provide, and directors should read, draft minutes before the meeting. That way, only changes need to be discussed and added. Otherwise, the minutes can be approved without further action.
Successful meetings require managing and meeting expectations. Prepare meeting rules that talk about parliamentary procedure, general decorum for owners and directors, and information about open forum (including the time limit for speaking). Once those are in place, stick to the agenda. The best way to keep a meeting on track, and to keep people happy, is to be prepared. You may not have people running to attend meetings, but they will be a lot less likely to run away.
Written by Robert M. DeNichilo
Robert M. DeNichilo is a partner in the firm Richardson|Ober|DeNichilo and concentrates his practice the representation of community ssociations throughout California. He is a fellow in the College of Community Association Lawyers, a prestigious designation given to less than 175 attorneys in the country. Mr. DeNichilo regularly speaks at educational and training events for industry organizations, property management companies, and board members throughout California. Robert is the founder of HOABrief.com where he frequently provides
expert insight on community association topics.