The Basics of Effective Board Meetings
A quorum is a very important issue related to meetings. The term "quorum" refers to the minimum number of members that must participate in order to conduct business. If there are not enough members to make up the quorum, the meeting can't be held and actions can't be taken. Quorum requirements are typically defined in your Bylaws.
Notice for Regular Board Meetings
Unless otherwise provided in the documents, Arizona State Statute requires all Board Meetings to be noticed at least 48 hours prior to the meeting via conspicuous posting, newsletter or any other reasonable means as determined by the Board of Directors. However, the notice provision only applies AFTER the termination of declarant control of the association. Check your Bylaws for other possible notice provisions.
It is also important to remember:
- The notice must contain the time and place of the meeting.
- Notice is not required for Emergency Meetings if action must be taken before notice can be provided.
- The minutes of the Emergency Meeting shall state the reason necessitating the Emergency Meeting. The minutes of the Emergency Meeting shall be read and approved at the next regularly scheduled meeting of the Board.
Additionally, it is statutorily required that most topics must be discussed in Open Board Meetings, such as:
- Annual Budget
- Assessment Increases
- Contract Negotiations
- Changes in Rules & Regulations
- Financial Decisions
- Improvements to Association Property
Notice for Executive Session
The membership notice requirements of an Executive Session is a new statutory requirement from 2017. Per Section C. of A.R.S. §33-1248, before entering into any closed portion of a meeting of the Board of Directors, or on notice of a closed meeting, the Board shall identify the paragraph under subsection A. of A.R.S. §33-1248 that authorizes the Board to close the meeting.
Section A. items include:
- Legal advice from an attorney for the Board or the Association.
- Pending or contemplated litigation.
- Personal, health and financial information about an individual member of the association, an individual employee of the association or an individual employee of a contractor for the association.
- Matters relating to the job performance of, compensation of, health records of or specific complaints against, an individual employee of the association or an individual employee of a contractor of the association who works under the direction of the association.
- Discussion of a unit owner's appeal of any violation cited or penalty imposed by the association except on request of the affected unit owner that the meeting be held in an open session.
Meeting Minutes are used to record the Board's actions, show why the association took a particular action and preserve the Director's voting records. It is not necessary to record word-for-word.
Meeting Minutes Should Include:
Meeting Minutes Should NOT Include:
An agenda is critical to an efficient and organized meeting. It should have enough information to serve as a helpful guide, but not be so overly detailed as to be unwieldy or distracting. Also, it is a statutory requirement to provide copies of the agenda to the members at the meeting.
- President typically sets and reviews the agenda prior to distribution.
- Should be "timed" for greatest efficiency and the Board's copy of the agenda should refer to pages within the Board packet which should be numbered.
- Can be posted on website or other format to enlist community involvement.
- Template for the meeting minutes.
Parliamentary procedure should be used to run effective meetings. This helps the minute-taker record the actions of the meeting and protects the right of the majority to decide the right of the minority.
- One question at a time, one speaker at a time.
- Personal remarks are always out of order.
- Motions are used to introduce business.
- Main motions require a second.
- The secretary should repeat the motion for accuracy.
- Motion can be modified before stated by the Chair.
- Motion can be amended after stated by the Chair.
- Motion can be withdrawn up until the time it has been stated by the Chair.
- A motion must be considered if a first and second are on the table.
- Must give homeowners in attendance the opportunity to speak to an agenda item prior to the Board vote.
- Motion must be made and seconded before discussion is conducted by the Board prior to the Board vote.
- Use a Simplified Roberts Rules of Order.
- In most cases the President of the Board only votes in the event of a tie.
Here's a simplified example of how this process might work:
- The President calls for a motion on an agenda item, and a Board Member indicates they make a motion.
- Example: "I make a motion to accept the bid from XYZ Landscaping to replace granite in tract C of the common areas at a cost of $5,000.00"
- A second Board member will second the motion
- The President will restate the motion then call for discussion
- President will call for a vote: "All in favor say aye, opposed nay."
- Board President will announce the results of the motion, example, "Motion carries unanimously." Or, "Motion fails with a vote of 2 ayes, 3 nays."
Tips for Running Effective Meetings
- Be prepared - review your Board packet prior to the meeting and ask questions in advance to the Manager to be better prepared for the meeting. Board packets should be made available 3 to 5 days prior to the meeting.
- Request Manager to paginate Board packets.
- Set the tone of the meeting during "Orders of the Day."
- Bring your Board book.
- Provide an open forum.
- Establish time limits (1 to 2 minutes per homeowner) for members that wish to speak.
- Use "Request to Address the Board" forms for the open forum.
- Limit the number of questions.
- Use a timed agenda.
The Role of the Board and Its Members' Relationship to Each Other
It is critical that the Board provide a unified front. With regards to discussions, it is essential for the individual Board members to present different views on a given subject.
You will be required to confront difficult issues, such as:
- Potential Assessment Increases
- Contract Changes
- Homeowner Appeals
- Enforcement Action
- Foreclosure Action
This may at times involve having heated or passionate discussions and debates. However, once the vote is taken and majority rules, you should attempt to put personal differences aside and move forward. Most importantly, always be respectful of fellow Board members and those in attendance at the meeting.
Dealing with Conflicts during Meetings
To eliminate or minimize conflicts during meetings, be proactive. Set the ground rules for the meeting early on, such as that a speaker must be recognized by chair of the meeting before speaking, the chair may limit the amount of time of those wishing to speak, the number of times they may speak, etc. Put those ground rules in writing and distribute/review at the beginning of the meeting.
Those who attempt to provide unsolicited input should be called "Out of Order." It may take several meetings to educate the members; however, remaining on task, and sticking to the agenda is critical to efficient and effective Board Meetings.