By Betsy Barbieux, CAM, CFCAM / Published September 2016
Association presidents must keep in mind that they chair two different groups and two different types of meetings. There should be a distinct difference in the room arrangement and expectations of owners/members for a membership meeting. Members in good standing are permitted to make motions, discuss, and vote. It would not be necessary for the board of directors to sit at the head of the room for a members meeting, though many boards do sit at the head of the room in panel style.
A board of directors meeting will be conducted differently, and the president should set a different tone for that meeting by changing the setup of the room. Board members need to be seated so they can see each other and make eye contact. For that reason, the panel style is very unsuitable and is counterproductive to the business that needs to be conducted by the board of directors. While member/owners are allowed to attend board meetings and speak on any agenda item subject to rules created by the board of directors, they do not make motions, enter into discussions, or vote. Owners’ comments should be acknowledged, but for the most part, there should be relatively little exchange or conversation with the member/owner making comments. Should a response be necessary, the president should be the person designated to make that response or direct that another board member or manager give that response.
The board has no official role at a membership meeting. Board members should be seated in the audience. If they have reports to give, they should go to the lectern, present their reports, and return to their seats. The president will chair the meeting; the secretary may want to be seated nearby to record the minutes.
The board of directors manages the business, governmental, and community affairs of the association. The board’s powers and duties are defined by the documents, normally the articles of incorporation or the bylaws. Board meetings are the business meetings of the association. At the board meetings, the board conducts all of its business in an open discussion. All governance issues are settled and all financial matters are reported and acted upon as necessary. The directors and officers have a fiduciary duty to the members of the association.
The location of board meetings may be at an appropriate location, such as an office of an attorney, accountant, or manager, or the clubhouse or other association facilities. A quorum, which is normally a majority of the board (in person or by speaker telephone), is required to conduct business at a board meeting. Board members who participate by speaker telephone may be counted toward obtaining a quorum and may vote as if physically present.
Condominium board members may participate in a meeting via telephone or real-time electronic or videoconferencing. Board members who participate by real-time electronic or video-conferencing may be counted toward obtaining a quorum and may vote as if physically present. Proxies are not allowed for board meetings.
Board members should sit so they are able to see each other, and the president should be able to see everyone at a quick glance. The panel style seating is highly ineffective and inefficient. Another option would be an open-
ended table arrangement such as a horseshoe or U- or V-shape typically seen at city council or county commissioner meetings. A seating arrangement that allows the president to make eye contact with each board member and control each board member’s discussion is best.
Owners who wish to attend should be seated close by. Owners wishing to make comments to agenda items should approach the board table and make their comments directly to the board. Board members should not respond unless directed to do so by the president. Board members should remember this opportunity is for owners’ comments; it is not a discussion. Owners’ comments are never recorded in the minutes.
Points for the chairperson to remember (regardless of which type meeting you are conducting):
1. You are responsible for ensuring that any discussion is relevant to the points on a meeting’s agenda. You must be willing to stop irrelevant discussions. This is not a time to be polite and afraid to interrupt. You will lose the respect (not to mention the attention) of the others present if you allow the irrelevant discussion to continue. If you cannot gain control of a loud participant, move for a recess or adjourn the meeting to another time.
2. A chairperson should repeat any motion proposed by those attending to ensure that everyone has heard and understood it. It is wise to have the secretary or the person taking minutes sitting beside you to help you restate the business at hand.
3. A chairperson can expel anyone who disrupts a meeting. Just because meetings are open to residents does not mean that you have to allow an unruly resident to remain. Expel any member who carries a weapon, is unruly or threatening violence, or is obviously under the influence of drugs or alcohol.
4. A chairperson is responsible for summing up the discussion at the end of a meeting. Be sure that all agenda items have been taken care of before the meeting is adjourned. The secretary or person taking the minutes sitting next to you will be of enormous help in this instance.
The ideal chairperson should have a wide range of personal skills. Brush up on these essential skills before chairing any meeting.
• Firmness in running meetings
• Dealing with problem people
• Beginning and ending on time
• Ability to summarize points succinctly
• Flexibility when dealing with the different tones and styles of attendees
• Openness and receptiveness when listening to opinions that you do not share
• Fair-mindedness in ensuring that all views are aired and given equal consideration
1. Open the meeting with a short summary of its purpose and agenda. For board meetings, it might be helpful to residents who are present to restate the rules adopted by the board with regard to length of time a resident may speak to an agenda item. Those rules cannot prohibit the right of a resident to speak.
2. Prevent irrelevant debate. If you must stand to regain control of the meeting, do so. It is appropriate to remind those present that discussion must remain on point. Hint: Wait for the speaker to take a breath, then interrupt him and say “thank you,” and immediately acknowledge the next speaker by turning your body slightly to her and making eye contact. Use your hand (open palm facing up) to invite her to rise and speak.
3. Ensure voting procedures are followed correctly. Be sure you are aware of which motions require a majority vote and which motions require a two-thirds vote. Brush up on those parliamentary rules.
Meetings do not have to be the worst part of your day. If you are determined to keep your cool, be firm, and stay on task, your meeting should run smoothly.
Minutes record motions that are adopted, “lost,” or defeated, and items that are referred to a committee. Minutes are not a transcription of everything that was said at the meeting. Discussions of who said what are not appropriate in the minutes. There should be no need to pass around a draft to make sure everyone was quoted correctly. The only things that need to be correct are the motions! Minutes should be available within 24–48 hours after the meeting. Be sure the result of the votes is recorded in the minutes; unanimous votes noted, majority votes noted with the dissenting votes named.
When calling the meeting to order, stand quietly and rap your gavel once. Do not pound the table. Once you determine a quorum is present, say, “Good evening. A quorum is present; the meeting will come to order.” If the directors and residents do not quiet down, say it again in a softer voice. Do not try to speak above the roar. At this point, you probably have the attention of the board members, so continue eye contact with them and start your business. The residents’ chatter will subside.
A basic overview of parliamentary procedure would be in order during board orientation. Most association boards consist of 12 or fewer directors. According to Roberts Rules of Order, Newly Revised, latest edition, small boards may use less formal parliamentary procedures.
Some particular distinctions are:
• 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 unless there is a specific conflict of interest.
For owners’ meetings, owners should be reminded of the basic rules of parliamentary procedure. Some of them are:
1. 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.
2. A quorum must be present to call the meeting to order and to conduct business. Check your bylaws for your quorum requirements.
3. 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 debate are unacceptable, and the president should immediately and forcefully rule them out of order, if necessary.
At best, meetings are challenging. Managers and board members must have reasonable knowledge of the applicable Florida Statutes, Florida Administrative Code rules, and your governing documents. Becoming familiar with Robert’s Rules of Order and the processes for motions, amending, and tabling—as well as the Procedures for Small Boards—is a must.
Betsy Barbieux, CAM, CFCAM
Florida CAM Schools
Betsy Barbieux, CAM, CFCAM, 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. For more than 15 years, Barbieux has educated thousands of managers, directors, and service providers. She is your trainer for life! Barbieux is the author of Boardmanship, a columnist in the Florida Community Association Journal, and a member of the Regulatory Council for Community Association Managers. For more information, contact Betsy@FloridaCAMSchools.com, (352) 326-8365, or www.FloridaCAMSchools.com.