Organization principles – rules of conduct – are necessary to shape a strong and effective Board of Directors for the betterment of the entire community. Based on freedom of speech, respect for fellow members, uniformity and fairness, the principle of majority rule, the right of the minority to be heard, and the duty to abide by the will of the majority. If followed, it is then and only then the Board can make a most effective contribution to the association members needs.
If there were no rules or established customs, and if each could talk on any subject as long and as many times as he pleased, and if all could talk at the same time, it would be impossible in most cases to ascertain their deliberate judgment on any particular matter. Experience has shown the necessity for rules, as well as for a presiding officer to enforce them and to preserve order.
The most serious defect in many board meetings is the lack of decorum. The presiding officer must maintain good order if business is to be carried out.
OFFICERS AND MEMBERS AND THEIR RESPECTIVE DUTIES
Duty of the President:
- To enforce the rules and preserve order, and when any board member notices a breach of order he can ask for an enforcement of the rules. The president controls the meetings, preventing them from getting out of control, but still facilitating the climate for free expression by participants.
- To acquire a working knowledge of the governing documents and standing rules of the association.
- To have a reference list of committees. The president also is normally responsible for appointing new committee members, depending on the Associations’ governing documents.
- To control and maintain order. The president may ask Board members to raise their hands and be acknowledged prior to relinquishing the floor so that they may speak.
- To explain and decide all questions of order that come before the Board.
- To announce all business as outlined on the agenda.
- To be informed on issues and communications to come before the Board.
- To consider only one motion at a time and state all motions in clear, concise language.
- To not permit any discussion of a motion until it has been properly seconded and stated. The president, to encourage debate, will specify which member of the board has the floor. (No board member should be allowed to speak twice on the same question if there are others who wish to claim the floor.) Homeowners (non-board members) are not to be allowed to debate a motion or join in discussion unless a majority of the Board members consent.
- To ensure all motions are put to a vote and results entered in the minutes.
- To maintain decorum and discipline.
- To talk no more than necessary when presiding.
- To refrain from discussing a motion when presiding. (The president can discuss and/or debate a motion before the Board; however, he/she must first relinquishment the Chair until the vote has been taken. The vice-president is asked to take the Chair in the interim.)
- To be absolutely fair and impartial.
- To extend every courtesy to the Board member posing a motion, regardless of personal opinions.
- To sign contracts once approved by the Board.
- To be an ex officio member of all except the nominating committee.
- To perform such other duties as are prescribed in the bylaws.
- To use the time-saving “general consent,” when routine matters are considered.
- To preside during nominations and elections even if he/she is a candidate. When he/she is the sole nominee, for the sake of appearances he/she asks the vice-president to put the question to vote.
B. Duties of the Vice President:
- In absence of the president, the vice president presides and performs the duties of president.
- The vice president may also head an important committee as outlined in the bylaws.
C. Duties and Rights of Board Members:
- To acquire a working knowledge of the association’s governing documents and standing rules.
- To be knowledgeable about parliamentary procedure.
- To write down – in the form of a motion – any issues to be brought before the Board.
- To receive permission to speak before speaking.
- To avoid speaking upon any matter until a motion has been made and seconded.
- To maintain focus, not moving to a different topic until the current one has been resolved
- To discontinue debate once the president puts the motion to a vote
- To refrain from all personal comments in debate.
ORDER OF BUSINESS
The following is a standard order of business for Board of Directors’ meetings:
- Call to Order
- Approval of Minutes
- Financial Reports
- Reports of Standing Committees
- Reports of Select Committees
- Unfinished Business
- New Business
- Membership Forum
It is the duty of the president to call the meeting to order at the appointed time, to preside at all meetings, to announce the business before the Board in its proper order, to state and put all questions properly brought before the Board, to preserve order and decorum.
If the president is late for a meeting, the vice-president should start the meeting if a quorum is present. The president, upon arriving, should wait until the pending business is over before taking his/her seat.
All business is brought before the meeting by a motion or resolution, a report of a committee or a communication.
- Reading of Minutes of the previous meeting (and their approval): The president asks if there are any corrections. (It’s expected each Director will have read the minutes prior to the meeting.) The minutes stand as approved or as corrected.
- Reports of Standing Committees: All reports by officers and committees should be in written form. Standing committees usually function throughout the year. These committees are given responsibility to further various projects. These committees are appointed by the Board and are expected to submit reports, when requested, and at annual meetings.
- Reports of Select Committees: All reports by officers and committees should be in written form. Select Committees are appointed by the Board following a motion “to commit,” meaning to refer to a committee to perform some special task, secure more information, investigate a situation and bring back a report or a recommendation to the Board. These temporary committees cease to function when they have fulfilled their specific purpose.
- Member Forum: All Owners have the right to attend and speak at annual and Board meetings, except in the case of executive sessions. The Member Forum is devoted to comments by owners. Except in emergencies, no action may be taken upon a matter raised until the matter itself has been specifically included as an agenda item for action.
a) Preparation and Written Testimony: Any Owner wishing to bring business before the Board should, unless it is very simple, present the Board with a written statement to include the following items:
i) Clear Statement of the Problem or Concern ‑ Who, what, when, where, and why.
ii) Why the Problem or Issue Must be Addressed and/or Solved ‑ The Owner must present the Board with facts and other data on the need for solving the issue.
iii) Causes of the Problem ‑ Be specific.
iv) Possible Solutions – How does the Owner want the Board to respond.
v) The Best Solution ‑ Board will compare and evaluate all possible solutions. The Board may also choose to table the issue or take no action.
vi) Implementation ‑ The Board will agree on the next step at the meeting so the solution will be effective.
b) Participation: While, as a general rule, free debate is allowed on every question, it’s necessary for the Board to have rules to prevent time being wasted and to complete the agenda.
i) The Board will hear only one owner at one time for a three minutes. An owner is limited to the number of times he/she is allowed to speak to the same question. Two speeches may be allowed each member (except upon an appeal).
ii) An owner can be permitted (by a majority vote of the Board) to speak more often or longer whenever it is desired, and the motion granting such permission cannot be debated.
iii) The Board may choose to limit the debate by setting a specific amount of time for the question, or the Board may choose to close debate altogether. In other words, the Board may choose to review the written report, allow no owner participation, and make a decision or postpone a decision until a later date.
iv) The Board can postpone, either definitely or indefinitely, or reconsider any question. The questions considered could be postponed to another time, or the previous question can be ordered on it so as to stop debate, or it can be laid on the table, or referred to a committee to examine and report on it.
v) If a subject is of such importance that it should be considered it at a special time, then a motion should be made to make the question a “special order.”
The motion requires a two-thirds vote for its adoption, because it is really a suspension of the rules. If a subject is a special order for a particular meeting, then on that meeting day it supersedes all business except the reading of the minutes. If two special orders are made for the same day, the one first made takes precedence.
E. Adjournment: In order to prevent the Board from being kept in session an unreasonable time, no meeting should go longer than two hours maximum.
GENERAL MEETING CONDUCT OF THE BOARD
A. Primary Rule: All business is to be brought before the Board by a motion or resolution, a report of a committee or a communication: Only one principal or main motion at a time.
It is necessary for every assembly, if discussion is allowed, to have rules to prevent its time being wasted, and to enable it to accomplish the object for which the Board was organized. At times, though, their best interests are served by suspending the rules temporarily. In order to do this, someone makes a motion.
B. Debate: While, as a general rule, free debate is allowed on every motion, to prevent a minority from taking advantage of this privilege it is necessary to have methods by which debate can be closed and final action can at once be taken.
Instead of cutting off debate entirely by ordering the question, allow limited debate. In a community association, where harmony is so important, a majority vote should be required for the adoption of any motion to cut off or limit debate. Consideration can be postponed to another time, or the previous question can be ordered on it so as to stop debate, or it can be tabled or referred to a committee.
Board Member Contribution:
1. Stay on the subject at hand. Be sure you know the subject and the objectives being discussed. If you’re not sure, ask for clarification – not only for your own benefit but also for other Board members.
2. Go to each Board meeting with a positive attitude and an objective to help make the meetings as productive as possible. Do your homework prior to the meeting. Read the Board package in advance.
- Avoid side conversations
- Don’t argue with other members – challenge, but avoid arguments
- Avoid responding emotionally
- Ask questions if you aren’t sure
3. Be open to other ideas; open-mindedness begets open-mindedness. When you’re willing to listen to the ideas of others, they’re more apt to be open to your ideas.
4. Offer facts and options where appropriate. Maintain dissenting views in the face of opposition but not to the point of having a closed mind. Consider the problem objectively. Don’t present or accept opinions as fact. Avoid becoming emotional.
5. Listen to understand. Listen to the ideas of others; listen carefully and try to understand their viewpoints. Be courteous by respecting their opinions even if they are different from your own.
Conflict of Interest
Board members are expected to identify any issue before the Board that places them, a spouse or family member in conflict of interest. In such cases, the board member may discuss the issue (as is a right of membership) but abstains from voting.
Executive sessions are occasionally required to discuss personnel or legal issues. Fine hearings can also be held in executive session at the request of the member. Executive meetings are not open to members. All other business must comply with the Open Meeting Act.
Board members must maintain strict confidentiality on all issues discussed in executive sessions. All information in board packages is to remain confidential. To discuss, duplicate or circulate information in the monthly packet not only does a disservice to the Board and the association, but also in some cases may subject the board to legal action or suit.
A director who leaks information on an issue the Board is to consider in either an executive session, or open meeting before the Board has had an opportunity for discussion, is doing a disservice to both
the Board and the association. Leaks only exacerbate dissention within the association and do not allow the Board to consider a topic without being confronted by angry homeowners.
Supporting Board Policies
Once the Board has resolved an issue or established a policy, it is expected that all Board members will support the Board’s policy and not revisit the issue in further meetings.
Expressing personal or diverse opinions after board meetings (or to vendors or outside advisors) once a Board decision is made is inappropriate.
The official records (financials, minutes, documents, member rosters and other associated files) are maintained by Eugene Burger Management Corporation. Inspection of books and records, the membership register, books of account and minutes of meetings of the members, of the board and of committees of the board, are made available for inspection and copying by any member. Members may contact EBMC to arrange for viewing of the named items.
Communicating Within the Community
Homeowners deserve fair, ethical treatment and factual information. A community with effective communications between the board and the members functions more efficiently and generates more volunteer participation. A newsletter or web site can serve this purpose. To disseminate information for special needs, such as a notice of activities or meetings, flyers are posted.
Members look to the board for leadership. The best way to state a case to members is to state the facts and the possible remedies without enhancements of emotion, blame, embroidery or personal interest. Remember, running the association is a business, not a social activity.
Communicating Outside the Community
The Association is in the business of preserving, protecting and enhancing the association’s physical property, financial position, legal standing and the image the association presents to the members and to the community. Members of the Board of Directors represent the Association.
The Board works together as a team in conveying messages within the association (at Board or Annual meetings) and outside to the local community, i.e., the City. The association’s power is visible when approaching the City (either the Planning Commission or the City Council) on issues of major importance to the whole association.
Individual members of the association are encouraged to voice their personal opinions on any issue, either before the association or before the City. If a Board member wishes to voice an opinion before the City on which the Board has not taken a position, however, particularly one that is contrary to the majority decision of the Board or solely in the interest of the individual, he/she must do so only as an individual homeowner and not as a Board member.
Serving on a Board of Directors of your community can be one of the most enjoyable, rewarding, educational and frustrating volunteer jobs you may ever have.
Enjoy your time and feel proud of yourself for giving your time and energy to the benefit of your neighbors and your little town.
Brought to you by Riverside via the HOA Management Database website.