POA Business

I am a newly elected member of the Board of Directors of a Property Owner's Association in Tennessee and will be sworn in next month. We have Bylaws and utilize Robert's Rules when the Bylaws don't cover the issue at hand. Our Bylaws indicate all POA business and voting on matters must be discussed only during a scheduled meeting of the Board of Directors which our members are allowed to attend. Therefore, I am assuming that only matters that do not meet this requirement such as general discussions and office procedural matters should be discussed outside of a scheduled meeting of the Board. Am I correct in this assumption?

The reason why I'm asking these questions is because in the past, prior to the Organizational Meeting in which our Officers are elected, newly elected Board members and Board members who still have 1 year remaining of their 2 year term, have met (without meeting the quorum requirement) to discuss who was willing to serve as an Officer in the coming year and who would support that person. Am I correct in concluding that a discussion of this type should not take place outside of our Organizational Meeting? I believe a meeting of this type violates our Bylaws and Robert's Rules.

I'd appreciate anyone's comments.

General discussion should also be within a scheduled meeting.

I do like to send information to all board members via email prior to meetings so there can be more informed discussion at the meeting.

Note: technically, if there is no quorum, there is no meeting and nothing prevents one Director from discussing business or lobbying another Director.

POAs may be different from HOAs or COAs, but my understanding is that if a quorum of board members are discussing association business, that constitutes a board meeting. This means that all of the applicable rules apply, including the requirement for notice and keeping of minutes.

However... that can be hard to avoid, let alone enforce. If you have a three-person board, and two of the board members get together to do a community walk-though, then they are discussing "association business" by definition. But if they don't make decisions or come to any agreement about pending matters, it would be hard to view this as inappropriate - especially since enforcing the letter of the law means that two board members can't do walk-throughs. That's counterproductive since two sets of eyes are better than one.

So sometimes you get well-intentioned rules that can lead to some silly results in practice. As far as sorting out who will serve as officers, that's often very informal. As long as the actual nomination and vote take place in a real meeting and are recorded in the minutes, I say no harm no foul. After all, do you really need to hear that Joe can't an officer because he'll be having surgery for a "personal" issue, or Marie has volunteered to babysit her grandkids after school and won't be able to attend board meetings, or that Sam hates to run meetings and refuses to be the president?

Thank you to each of you who provided comments. This was helpful.