By Betsy Barbieux, CAM, CFCAM, CMCA / Published September 2020
Most association boards consist of 12 or fewer directors, which according to Robert’s Rules of Order is a small board. Small boards may use less formal parliamentary procedures. Doing so is more conducive to the way community association boards conduct business. These relaxed procedures also blend better with the Florida Statutes “open meeting laws.” The condominium, cooperative, and homeowners association statutes require boards of directors to discuss and vote “in the open” so the owners attending the board meeting have an opportunity to listen to the discussion among the board members, and those owners may make comments on designated items based on procedures adopted by the board.
Since a quorum of the board members is prohibited from discussing association business outside the meeting (they may converse via email but cannot vote), it is not possible to come to the meeting with a “prepared” motion. Nor is it practical to present a motion at one meeting and wait until the next meeting to vote on it. Such practices may work for other types of organizations but are counterproductive for community association boards of directors.
Using the Procedures for Small Boards, board members may discuss an agenda item before a motion is made. Often board members don’t know if action is needed on an agenda item until they engage in pre-motion discussion. Then, it takes a sharp chairman or other board member to move that pre-motion discussion along into a motion—or not—and move on to the next agenda item.
Some particular distinctions are as follows:
Directors are not required to stand before speaking or obtain the floor before making motions.
There is no limit on the number of times a member may speak in debate on a question. Motions to limit debate are not usually appropriate.
Discussion of a matter is allowed before a motion is made.
The president of the board (if acting as chairman) may speak in debate without rising, may make motions, and does vote on all questions. In fact, Florida Statutes require that a vote of all board members present be recorded in the minutes. So, yes, to say it again, the president is a fully participating member of the board who engages in discussion, may make motions, and must vote. The chairman/president should not “reserve” his vote to break a tie.
Board members should be reminded of the basic rules of parliamentary procedure. Some of these rules are listed below:
The rights of the organization supersede the rights of the individual members. Should a conflict arise between a member’s right to speak and the association’s right to conduct its business, the right of the association prevails.
A quorum (which is usually a majority of the board members present in person or via speaker telephone or electronic videoconferencing) must be present to call the meeting to order and to conduct business.
One question at a time and one speaker at a time. Manners are the order of the day. Remember to bring yours to the meeting.
Personal remarks in discussion are unacceptable, and the chairperson/president should immediately (and forcefully, if necessary) rule them out of order.
Abstentions are for asserted conflicts of interest where a board member has a financial or ownership interest in the matter being discussed. The abstention and reason for it are written into the minutes. That board member may or may not temporarily leave the table. Abstentions on general principle are not allowed. That means a board member cannot abstain as a way to “chicken out” on voting.
Florida Law requirements:
Our “open meeting laws” say that when a quorum of the board is present, they are considered as if they are having a meeting. (Accusing board members of having illegal meetings at a social event carries this statute too far.)
Our board members are not subject to the government under the Florida Sunshine Law. They are subject to what has no name but is commonly called the “open meeting laws.”
Most board meetings require a 48-hour posted notice; others require a 14-day formally delivered written notice.
A quorum of board members must be present in person or by speaker telephone (or electronic videoconferencing) in order to conduct business (that is, discuss, vote on motions, and make other decisions).
All board meetings are open to any owner who wishes to attend in person.
All agenda items must be specifically identified by topic or name. Once the agenda and notice are posted, no other items may be added to the agenda. Agenda items noted as “Other” are not allowed.
All owners have the right to speak to any specifically designated agenda item. Boards should set policies for (1) when owners speak during the meeting to those designated items, (2) how the owners wishing to speak identify themselves to the chairman, (3) how long the owner may speak, and (4) where they stand when speaking.
Open forums allowing owners to speak on any issue of concern are inappropriate during the board meeting. These types of comments should be gathered some other time and in some other manner. Freewheeling owners’ comments usually are complaints about maintenance or violations, neither of which can be dealt with at that board meeting. Those are management issues and should be taken to management and not addressed at the board meeting.
Owners have the right to audio or video meetings of the board based on policies set by the board and Rules in the Florida Administrative Code.
A vote cast by each board member must be recorded in the minutes. This means the board president does vote unless he or she is abstaining because of a known conflict of interest.
Blending Robert’s Rules of Order, Procedures for Small Boards, with the requirements in the Florida Statutes makes more sense for our community association board meetings.
Betsy Barbieux, CAM, CFCAM, CMCA
Florida CAM Schools
Betsy Barbieux, CAM, CFCAM, CMCA, guides managers, board members, and service providers in handling daily operations of their communities while at the same time dealing with different communication styles, difficult personalities, and conflict. Effective communication and efficient management are her goals. Since 1999, Betsy has educated thousands of managers, directors, and service providers. She is your trainer for life! Betsy is the author of Boardmanship, a columnist in the Florida Community Association Journal, and a former member of the Regulatory Council for Community Association Managers. Subscribe to CAM MattersTM on YouTube. For more information, contact Betsy@FloridaCAMSchools.com, call (352) 326-8365, or visit www.FloridaCAMSchools.com.
Professional Growth Through Learning
FCAP (Florida Community Association Professionals) is a member-based professional organization dedicated to training, equipping and advocating for Florida community association professionals including managers, service providers and community volunteer leaders.