SHORTER MORE PRODUCTIVE MEETINGS
Board meetings are an essential component of association governance. They often set the tone for communities and can determine whether projects succeed or fail.
Anyone who has attended meetings of any kind knows the difference between good ones and bad ones. Good meetings: Begin and end on time, are characterized by a constructive and civil exchange of information and ideas and achieve identified goals. Bad meetings lack some or all of those features. All boards want their meetings to be efficient and productive ꟷ a positive experience and not a necessary evil. But these “good” meetings don’t just happen. They require effort and a commitment to following the best practices discussed below. Boards that consistently have good meetings:
HAVE AN AGENDA
The agenda provides a road map for the meeting, identifying the issues to be covered and the order in which they will be discussed.
A meeting without an agenda will wander in multiple directions and probably end up going nowhere. Circulating the agenda in advance – another essential best practice – tells board members and owners what the board will be discussing and, crucially, allows board members to review essential information before the meeting.
OPERATE ACCORDING TO A SET OF RULES DESIGNED TO KEEP MEETINGS FOCUSED AND ORDERLY: Some boards think they are required to follow Robert’s Rules of Order, but that isn’t the case, nor is it the best idea for most. Although recognized as the “bible” of parliamentary procedure, Robert’s Rules are complicated and more detailed than are required to ensure orderly, productive board meetings. A few fairly simple rules will usually suffice:
Require a formal “motion” and someone to “second” it before an item is discussed. This will ensure that more than one person thinks the issue is worth discussing.
Allow only one person — recognized by the chairperson — to speak at a time.
Insist on standards of civility — no name calling or personal attacks and no interrupting the speaker.
Set a time limit for the meeting as a whole 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.
HAVE AN EFFECTIVE CHAIR: The board president usually chairs the meetings, but that isn’t required and it isn’t always the best choice. You want the person in charge to control the discussion with a firm hand, but not a heavy one, allowing – and encouraging – all board members to express their views, but requiring them to stick to the topics and adhere to the time limits. An effective chair needs to be diplomatic, even-tempered, good-humored, fair, and firm, when necessary. If the board president has those qualities, fine; if not, another board member should wield the gavel. That task should not fall either to the manager or (except in rare circumstances) to the association’s attorney, however. Allowing the board’s advisors to run the meeting conveys the impression that it is the advisors rather than board members themselves who are making decisions for the community.
HOLD OPEN MEETINGS AND ENCOURAGE OWNERS TO ATTEND: Unlike governmental entities, association boards in Massachusetts aren’t required to hold open meetings, but most industry professionals strongly recommend them. An open meeting suggests that the board has nothing to hide; a closed meeting conveys the opposite impression. A closed meeting invites suspicion; an open meeting encourages trust and encourages owners to take an active interest in the governance of their community.
LIMIT OWNER PARTICIPATION IN MEETINGS: Boards should make it clear that while owners are welcome to attend meetings, they are not invited to participate in them for all topics and at all times. It is a meeting of the board and only board members should participate in the discussions unless the board seeks input from the owners attending. That said, owners want to feel that their views are considered and the board, for its part, can benefit from hearing owners’ concerns and their suggestions. To achieve those goals without impeding the board’s ability to conduct its business, boards should set aside time at each meeting for member input. This is another best practice that we strongly recommend. Both the time allotted for this segment and the time allowed for each member to speak should be limited, however. Some boards make owner -input the first agenda item, but we think it is best to make it the last. This allows owners to hear the discussion of issues on which they may want to comment. It also encourages owners to keep their comments short, because by the end of the meeting, owners and board members are looking forward to adjournment.
HOLD EXECUTIVE SESSIONS RARELY: Boards should use closed-door executive sessions only to consider issues that should not be discussed publicly. This is a short list that includes:
Ongoing, pending, or potential litigation
Any information covered by the attorney-client privilege
Personnel matters
Contract negotiations
Collections, rules enforcement, accommodation requests or other issues involving residents that might compromise their privacy.
When an executive session is required, the individual chairing the meeting should briefly explain its purpose to owners attending the open meeting. Minutes of the session should also be brief, identifying broadly the subject discussed and recording, without divulging privileged or personal information, any decision the board makes.
ESTABLISH THE AUTHORITY TO MEET REMOTELY:
Unless the governing documents require in-person meetings (which most do not) board members can generally adopt a resolution permitting them to meet via Zoom,
Sype or similar platforms. Many boards met remotely during the pandemic and have continued to do so, finding this to be a viable alternative, more convenient for many board members. Boards can provide advance notice to owners of a remote meeting, as they would for an in-person session, allowing them to log on, if they choose, to observe the proceedings. Although we think decisions made at duly authorized remote meetings are appropriate and defensible, given that some owners may challenge almost anything, we suggest that boards ratify major decisions made remotely with a vote taken at their next in-person meeting, if there is any question whether the particular condominium documents do not permit virtual meetings.
CONSISTENLY MEET QUORUM REQUIREMENTS: Boards should not make major decisions ꟷ increasing common area fees or approving a major renovation project for example ꟷ without a quorum our outside a meeting, but they can deal with emergencies and make day-to-day decisions necessary to operate the community outside a meeting. If a quorum shortfall becomes a chronic problem rather than an occasional one, because one or more board members fail to attend meetings, the board may want to encourage these members to resign their positions. If they refuse, the board should consider using the formal process, for removing board members, which most governing documents establish.
ADOPT RULES FOR DEALING WITH TIE VOTES:
To ensure majority votes, boards have an odd number ꟷ three, five, seven, etc. – of trustees.
But the resignation or illness of a trustee could leave a board temporarily deadlocked. Some boards deal with this problem formally – through an arbitration or mediation requirement; others resolve tie votes less formally, by drawing straws or rolling dice. The best strategy is for board members to “work it out” by crafting a compromise to resolve their impasse.
APPROVE AND FOLLOW A CODE OF CONDUCT FOR BOARD MEMBERS: Like the rules governing the conduct of board meetings, rules governing the conduct of board members don’t have to be extensive or complex. Those who serve on the board should be required to:
Respect fellow board members.
Adhere to rules requiring “civil” behavior in board meetings.
Respect the confidentiality of private or privileged information shared with board members.
Acknowledge their fiduciary obligation to act in the interests of the community as a whole and not in their personal interest.
Acknowledge the “duty of loyalty” they owe to the community and the board, requiring them to accept and publicly support majority decisions, including those with which they disagree.
Following these ‘best practices won’t ensure ‘good’ meetings, but they will reduce the likelihood of “bad” ones.
Contact Mark Einhorn for rules and ideas on conducting clear and concise meetings. .