Meetings are the venues wherein homeowner association business decisions are made. Since these meetings are usually infrequent, the importance of the decisions made cannot be understated. However, some HOAs are decision challenged because:
- The meetings rarely begin on time and often run late.
- Discussions are endless and often inconclusive.
- Issues decided at a previous meeting continue to be revisited.
- Disagreements frequently turn ugly.
Meetings end when members are exhausted, not because they have completed the business at hand. Many boards manage to conduct their business with a minimum of fuss and a measure of efficiency. These meetings don’t happen by chance; they happen by design, and that design begins with an agenda.
If you don’t have a destination in mind, any path will do. If a meeting lacks an agenda, it will go anywhere and everywhere and end up going nowhere. The agenda provides a road map for the meeting, identifying the issues to be discussed and establishing the order in which business will be transacted.
Knowing what is on the agenda allows board members to begin formulating their views before the meeting begins. It helps, of course, if board members actually review the agenda and any accompanying information in advance. But it takes more than advance preparation and an agenda to produce a successful meeting; boards also need a set of rules to guide their discussions.
Meetings don’t have to be rigid or overly formal, but they do have to be orderly. Some boards use a simplified version of Robert’s Rules of Order which includes such concepts like:
- When a topic is brought up, a formal motion is required before it is discussed. This will ensure that more than one person thinks the issue is worth discussing.
- Only one person is recognized to speak at a time by the chair.
- Standards of civility (no personal attacks or interrupting).
A time limit for the meeting and for each speaker on each issue. Otherwise, boards end up spending too much time on relatively minor issues and not enough time on mores significant ones. If a majority of the board members think a topic requires more time, they can always vote to extend the discussion.
A reasonable agenda, advance preparation and rules of order provide the foundation for an effective meeting, like the tracks on which a train runs. But like a train, a meeting needs a steady hand on the throttle to keep it moving forward. Conducting both a train and a meeting require a certain amount of skill. The person in charge needs to control with a firm but not a heavy hand. In HOA meetings, this means giving all board members a chance to express their views, but also requiring them to stick to the topic and the time limits.
Some owners think they have an absolute right to participate in board meetings and some boards think it is best to hold their meetings behind closed doors. Both are wrong. Many states have specific requirements for most board meetings to be open to members (to audit not participate). Some have exceptions for “executive session”, or a closed door session, which may exclude members which include:
- Employment issues
- Contract negotiations
- Consultation with counsel or review of information provided by counsel.
- Constitutionally or legally protected topics (such as medical records and attorney-client privileged information)
- Privacy issues
If a board discussion item does not fall under one of these exceptions, it must be discussed at an open board meeting.
As far as member participation in board meetings, state laws vary. However, regardless of state statute, it’s good policy to set aside time for an open forum so members can ask questions and express their views.
Homeowner associations are required to hold annual meetings, but many governing documents are silent on how often the board must meet. The board is generally free to meet as often as it chooses. The size and complexity of the community and the personal commitments of board members will typically dictate the meeting schedule. Another consideration is that managers typically charge for their time to attend board meetings. Since it’s important for the manager to be present at board meetings, the board needs to weigh the cost and benefit of more or fewer meetings.
When properly organized, smaller HOAs can usually suffice with quarterly board meetings while larger ones may need bi-monthly or monthly meetings. The more the meetings, the more important it is to have those meeting organized and efficiently executed. Volunteer time can only be stretched so far.
What happens after board meetings can be almost as important as what happens during the meetings. Some board members take votes against their proposals personally rather than of the suggestions they have made. They sometimes take their disappointment and anger outside of the meeting room, complaining publicly about the decision and even encouraging owners to overturn it. This behavior undermines the decision-making process, exacerbates tension, and erodes trust. As long as the board action is legal and in compliance with the governing documents, board members should accept that “majority rules” applies to votes they don’t like as well as to those with which they agree.
All board decisions won’t be unanimous, nor should they be. Honest differences of opinion are healthy, encouraging an exchange of ideas that improves the decision-making process and contributes to the successful meetings boards want to have. While board meetings won’t always produce good decisions, they will almost certainly reduce the number of bad ones. To produce the likelihood of more good decisions, design your meetings for success.
WRITTEN BY RICHARD THOMPSON