Of BOD Meetings, Agendas and Voting

Hi Mat and thank you for stepping forward to serve on your board.

The best advise I can offer is to review the following links:

Oregon Planned Unit Development Law - This is what you are required to comply with.

Fairfax County VA Community Association Manual - although written for VA, it has good info on how community associations should run. Check out Chapter 2 (Administrative Procedures)

A typical board meeting agenda may read as follows:
1. Call to order
2. Approval of minutes from past meeting
3. Treasurer’s report, and acceptance
4. Report of standing committees
5. Report of special committees
6. Report of the management agent
7. Old business
8. New business
9. Member participation (open forum)
10. Adjournment

To try and answer some of your questions:

How significant must a decision be that it requires discussion and voting (by directors) in a BOD meeting . . .

The board meeting is the decision place. Usually the Board meeting should be used for the decision process while delegating the day to day work to a committee or individual member or officer. Examples: The board should vote on all contracts together but could delegate the job of soliciting bids to one member or the MC. The Board should vote on accepting and funding a landscape project but the project itself (including the design, specifications, bids) should be delegated to a committee which may or may not include members of the Board.

- Must a meeting agenda, sent out prior to the meeting, contain all items or issues that will be decided on at the meeting, so an owner will know ahead of time what will be discussed/decided? Or can new agenda items be introduced at the meeting and decided (voted on my the BOD) at the same meeting? In this latter case the general membership will not have had a chance to provide input on the matter.

Yes an agenda should be made and followed. Within the agenda should be a place for an open forum and/or new business. The new business section would be for any Board member to bring up a specific issue while the open forum would be for anyone in attendance to bring up a specific issue for the Board to consider.

A similar agenda is used for meetings of the general membership.

What kinds of decisions might need an official "vote" of of the BOD?

Typically anything other then the paying of existing bills would need an official vote of the Board. You don't need paper ballots, just a show of hands by the Board and recording the vote in the minutes is enough (4 yea 1 nay type of thing).

What kinds of discussion between board members is allowed outside of a BOD meeting? What if we all get together for a beer? Do we have to make some official proclamation, witnessed and notarized, that the gathering is not a BOD meeting? What about email communications between board members?

Lets face it, discussions will happen. My Association typically sends documents/proposals back and forth via e-mail all the time. However, we note this in the minutes at the meeting and make actual decisions on it at that time. The only decisions that should be made without a meeting should be emergency type of decisions. Example: A tree falls on a home or blocks the road - an e-mail vote of calling a service to remove the tree is more prudent vs. calling a full meeting. Just make sure that you record this "action without a meeting" in the minutes of your next meeting.

As my wife says, don't over think situations. If an issue can wait for the next meeting (or for a meeting to be called), let it wait. If it can't wait - then get a quick email or phone discussion/vote.

If your going to meet and have a beer, great. Use your common sense and don't discuss business.

Perhaps Glen can provide his list of policies every association should have (as I can't find mine right now). This will help you plan for the future.

Tim

Hi Mat:

Susan has a very good point … you are a new HOA so do not get pushed into making rushed decisions. Discussing and potentially voting on new business at the next meeting will give time between meetings to thoroughly evaluate all pro’s or con’s regarding the issue.

Thanks for the replies. I guess the take away so far is that the BODM (is that an acronym here on this forum?) is the forum in which decisions are made, publicly; discussion and execution can take place outside of those meetings. But the meeting at least gives the opportunity for any owner to participate, to give their opinion and provide input on a matter. Makes sense.

Have you looked at www.robertsrules.com? Also, there is Robert's Rules for Dummies book which is pretty easy going. The bottomline is that everyone has to be treated fairly and with equal respect. Just because someone holds an "office" in a HOA doesn't mean they are given powers that do not belong to the entire membership as well. Yes, some may sign checks and contracts; but the content of those documents is completely up to the discretion of the entire membership. So, any good board member must balance efficiency with each member's rights....I find that if one asks the simple question, what is fair or how would I feel, if an issue pertained to me, things become pretty clear....Good luck.