Monday, 11 December 2017

Conflicting Interests Lead To Disputes That Erupt At HOA Meetings

Written by Posted On Tuesday, 09 May 2017 18:29

"O brave new world that has such people in it!" These immortal words from Shakespeare's The Tempest aptly describe homeowner associations. Conflicting interests can lead to disputes that erupt at meetings. To control such outlandish behavior, HOA meetings are well served by using a parliamentary procedure such as Robert's Rules of Order which allow a presiding officer to turn a long and confrontational meeting into a short and less painful one.

Parliamentary procedure is the code of rules and ethics for working together in groups. Without rules, there would be confusion. Parliamentary procedure is the means by which organizations make decisions. It is not synonymous with Robert's Rules of Order. There are several major parliamentary books including Sturgis Standard Code of Parliamentary Procedure. However, Robert's Rules of Order is by far the most widely used and is considered an authority. It includes sections on presiding, the duties of officers, running elections, making proper motions, and holding board and committee meetings.

The conduct of business in an assembly often varies by size. Annual meetings of homeowner associations are typically formal in procedure. Business conducted in a board of more than a dozen members follows the same formal procedure. Some characteristics of formal parliamentary procedure are as follows:

  • Members must be recognized by the presiding officer before speaking;
  • A motion to take action must precede any discussion of an issue;
  • Motions must be seconded;
  • Members may only speak to a specific issue twice;
  • The presiding officer does not participate in discussion; and
  • Formal votes are taken by voice or ballot.

Formal procedure in a meeting of fewer than a dozen may actually hinder business. Some recommendations from Roberts Rules for smaller groups include:

  • Members are not required to obtain the floor and can make motions or speak while seated;
  • Motions need not be seconded;
  • There is no limit to the number of times a member can speak to a question
  • Motions to close or limit debate generally should not be entertained (unless the group has adopted a rule to the contrary); and
  • Subject to rule or custom, the chair usually can make motions and usually votes on all questions.

While smaller boards can operate more informally, there are times that more formal procedure may be warranted. If a particular issue is hotly contested or likely to subject the board to publicity or a lawsuit, more formal procedure can ensure that procedural safeguards have been observed.

A basic rule is no meeting should be called to order until a "quorum" is established. A quorum is the number of the members that must be present in order to transact any business. This number or percentage is typically found in the HOA's governing documents or state statute. In the absence of a provision regarding quorum, common law provides that a majority of members constitutes a quorum. Once a quorum is present, the meeting and business may proceed. Quorum refers to the number of members present, not to the number of members voting. If a quorum is present, a vote is valid even though fewer than the quorum vote (unless there is a rule to the contrary).

What is the standard Order of Business? The order of business is the blueprint for meetings and provides a systematic plan for the orderly conduct of business. If the rules of procedure do not include a standard order of business, parliamentary law has established the following pattern after the Call to Order by the chair:

I. Reading and Approval of Minutes. If copies of the minutes are made available, the actual reading may be waived. Following any corrections or additions, the minutes should be approved. Approval of the minutes is usually handled by unanimous consent.

II. Reports of Officers and Standing Committees. The chair usually calls on only those members who have reports. A motion arising out of one of these reports is taken up immediately, since the object of the order of business is to give priority to business in the order listed.

III. Reports of Special Committees. Special committees do not have continual existence, but exist solely for the purposes of a specific project.

IV. Unfinished Business. Unfinished business (sometimes incorrectly referred to as "old business") refers to questions that have carried over from the previous meeting as a result of that meeting having adjourned without completing its order of business. The following items are considered under unfinished business: (a) The question that was pending when the previous meeting adjourned;
(b) Any questions not reached at the previous meeting before adjournment;
(c) Any questions postponed to the present meeting.

VI. New Business. Following any unfinished business, the chair asks, "Is there is any new business?" Members can introduce new items of business or move to take from the table any matter that is on the table.

Using basic parliamentary procedure provides a systematic way to get business done and allowing members to be heard. If your board has not adopted and use something like what has just been described, you live in a Brave New World. Brush up your Shakespeare because you'll need it. Here's one for your Pet Policy: "Out, damn'd Spot! Out I say!"

Excerpts from an article by attorney Jim Slaughter. For more innovative homeowner association management strategies, subscribe to www.Regenesis.net

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Richard Thompson

Richard Thompson owns Regenesis, a management consulting company that specializes in condominium and homeowner associations. He is a nationally recognized expert on HOA management issues.

Regenesis publishes The Regenesis Report, a monthly newsletter for HOA boards, developers and managers. To subscribe, go to Regenesis.net. He can be contacted by email at rich@regenesis.net.

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