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A GUIDE TO CONDUCTING A 1 HOUR BOARD MEETING If board meetings extend for several hours the board usually does not understand the proper way to conduct or control a board meeting Except for unusual circumstances a board meeting can be conducted in about one hour The board may hold a closed or executive session only to discuss certain matters Closed sessions may be held to discuss litigation employment or dismissal of an employee violations of rules and regulations or to discuss an owner s failure to pay assessments Board members of condominium townhome and homeowners associations who conduct poor board meetings can create problems for the association When board meetings are conducted in a businesslike manner such as acting quickly fairly consistently and efficiently the owners will place their trust in the board and many of the problems commonly encountered in an association will be avoided Even though the board is allowed to conduct executive sessions for specific items business cannot be transacted in the closed executive session A vote on any of the matters discussed in the executive session must be taken in an open portion of the meeting Most attorneys recommend that minutes not be recorded of executive sessions Meetings of the board are conducted for the sole purpose of allowing the board to make business decisions with the participation in transacting business limited exclusively to the board While owners may attend board meetings they are not allowed to participate in voting Owners are not allowed to speak at board meetings without board consent Most boards do allow a specific time for owners to express their views at a board meeting and this will be discussed later In many states board meetings in an association are required by law to be open meetings meaning that owners are allowed to attend although the owners are not allowed to participate in the meeting and are never allowed to vote at a board meeting In order to conduct a one hour board meeting the board should observe certain fundamental procedures and policies to instill order and a business like atmosphere First the board must be prepared to transact business upon arrival at the board meeting and must have read everything provided to make decisions on items coming before the board in order that time at the board meeting is not wasted reading material or asking questions to which answers could have been obtained prior to the board meeting Use of meeting time to berate or criticize employees or management or to campaign or promote self is inappropriate The next rule to be considered by a board in conducting a one hour board meeting is to limit discussion Limitations on

discussion can be made by a general policy established by the board members Many items that come before the board will not need extensive debate if the board is prepared In general any issue that cannot be decided upon within 10 minutes of discussion should be considered for tabling If the board is prepared prior to the meeting most board members will know exactly how they are going to vote on each item to be considered by the board Rarely will a board member change his opinion if he has been prepared prior to the meeting Therefore there should be a general understanding that where there is a difference of opinion and where no one is likely to change his vote the debate should be minimized and the vote taken Some boards get hung up on the notion that agreement by all members should be strived for thereby allowing endless persuasive debate Our democratic system requires that the majority prevail To expedite matters a member should call for a vote after brief discussion Some boards like to keep tabled items on the agenda under Old Business even if they are not to be addressed at that meeting which is alright in terms of keeping track of open items However these matters should be listed as Tabled Until to clarify expectations for the current meeting The first event that happens in a board meeting is that the president calls the meeting to order states that a quorum of the board is present If no quorum is present the meeting must be cancelled for lack of quorum or continued to a later date The board president along with the manager if there is one is usually responsible for establishing the agenda for the board meetings although in some states there are statutes that dictate the agenda A typical agenda for a board meeting is as follows AGENDA I Call to Order II Approval of Minutes III Treasurer s Report IV Manager s Report V Committee Reports VI Old Business VII New Business A Contract Approvals B Violation Report C Architectural Alteration Approvals if applicable VIII Owner Forum IX Adjournment HELPFUL INFORMATION TYPES OF MEETINGS There are two types of business meetings in an association board meetings and membership meetings Generally a meeting of the members is conducted only once a year and it is conducted for the purpose of electing new board members The members may however meet at other times other than for elections such as to discuss items that require a membership vote as provided for in state statutes or the Declaration and Bylaws of the association At a membership meeting the members are allowed to fully participate in the meeting and to make such motions and take such action as is permitted in the Bylaws The second type of business meeting in an association is a meeting of the board State law and or Association Covenants customarily dictate the minimum number of board meetings required per year For board meetings a quorum is normally a simple majority of the members At times confusion reigns regarding whether the majority is in reference to the number of existing board members or the total number of board members required by the Bylaws It is common for associations to base the majority on the number of positions filled QUORUM REQUIREMENTS NOTICE OF MEETINGS Some confusion exists with respect to the quorum requirements for conducting the two types of meetings in various types of associations as well as whether state laws or the association s governing documents are the determining body If in doubt consult the association s attorney Confusion also exists with respect to the notice requirements for the two types of meetings Again one must consult the association governing documents as well as applicable state statutes and seek an attorney s advice is still not certain expressing their views and voting on specified issues

1 MINUTE Minutes of the prior meeting s must be approved by the board If the board members have received the minutes of the meeting in advance minor corrections can be conveyed to management or to the secretary so that changes can be made in advance It is only where the minutes contain disputed corrections that there needs to be any debate with respect to approval of the minutes In most cases the motion to approve the minutes a second and a vote can be accomplished in less than one minute There is no need to read the minutes when each member has been given a copy The minutes of the board meeting should be concise and should only reflect the business decisions of the board not all the discussions There are instances in which a board member should be allowed to have certain comments entered into the corporate record for instance if a board member is not voting on an item because of a conflict of interest and the board member wants the corporate record to reflect that he is not participating in the vote this should be entered into the board minutes Absent some such compelling need however there is no reason to have all of the discussions relating to a matter entered into the board minutes If the minutes of the board meeting are properly prepared they will not be extensive A one hour board meeting s minutes should be no more than two pages long as a rule of thumb 3 MINUTES 2 MINUTES The Treasurer usually briefly reports on fund balances and expenses incurred Most associations approve the Treasurer s report via a motion a second and a vote This should take under normal circumstances no more than 3 minutes Many boards require the manager to read his or her report at the board meeting going through the report item by item in order that the board can discuss every matter This is a waste of time If the Manager s Report is presented to the board members prior to the meeting and if there are no questions regarding the Manager s Report the report can be entered into the association s records without discussion If there are questions regarding the report many times these questions can be answered by a telephone or e mail discussion with the manager prior to the meeting The president should ask if there are any questions on the manager s report that has been received and read If none move on Again the purpose of the board meeting is to conduct business not put on a show Some boards feel it is necessary for the manager to read the report in order that the owners can hear what is happening in the association Again this is a misuse of the board meeting time It is better that a summary of the report be posted or included in a newsletter so that all the owners can be informed rather than only the small percentage that are in attendance at board meetings 5 MINUTES Likewise Committee Reports can be filed with the board and accepted without discussion unless there is an item on the committee report that truly requires discussion and action at the meeting

15 MINUTES 15 MINUTES 15 MINUTES Other matters that are necessary to come before the board such as fines against unit owners owner requests or other actions can then be taken in the order presented on the agenda With a good set of rules and guidelines owner requests should not be too time consuming the request is either something that is allowed or is not in most cases Next the board should approve such contracts and take such action as is indicated on the agenda A board member should make a motion to approve a contract or to adopt such resolutions as are necessary another board member should second the motion and after a brief discussion a vote should be taken It is only where there are unanswered questions or a major dispute regarding a matter that there needs to be extensive debate Again if the board is prepared and has the bids recommendation and contracts prior to the board meeting discussion can be held to a minimum If a board member has questions regarding the contract there should be an attempt to obtain answers to those questions prior to the board meeting The manager should encourage the board members to review materials and ask questions prior to the meeting Most associations allow the membership some opportunity to make comments or ask questions to the board This should occur only during an owner forum portion of the board meeting either at the beginning or end of the meeting Most boards prefer the open session to be at the end of the meeting in order that the board can first take the time necessary to conduct the business portion of the meeting The owner forum portion of the board meeting should also follow certain rules in order not to get out of hand and create problems First the board should set a time limit for the open portion of the meeting usually fifteen minutes is an adequate time period Each owner who wishes to speak should be made aware that there is a 2 minute limit per individual The time limits should be strictly followed using a timer if necessary It is also helpful to ask owners who wish to speak to sign in Then the President can call on them in order of the list rather than watching who s hand was raised first When everyone present knows the rules there is seldom criticism of the system The board should make sure that it does not enter into a debate with a unit owner during the owner forum If the unit owner wants to debate a question the board should merely accept the statements and then ask if there are any other questions If the owner asks a question the board should answer if such answer can be provided in a reasonable amount of time and with reasonable certainty If the answer cannot be so provided the board should advise the unit owner that the manager will get back to him within a specific time frame Discussions during the owner forum portion of the meeting do not need to be included in the meeting minutes Sometimes a unit owner will insist that his comments be placed in the minutes The board has complete discretion with respect to what is placed in the board minutes The minutes should not be used to advertise a person s position The meeting minutes should be a record of actions taken and decisions made by the Board The board should be careful to avoid making extensive comments in response to owners There are sound legal reasons for this as well as for not including these types of discussions in the board meeting minutes MEETING ADJOURNED