Strictly Adhering to Meeting Agenda

NpB (Arizona)
Posts: 605

Posted:

Is a Board member permitted to discuss an item that is not on the Board meeting agenda?

Is a Board member permitted to make a motion for the Board to vote on an item that is not on the agenda?

Neither my HOA's Bylaws nor my state's statutes address these topics.

JohnC77 (California)
Posts: 562

Posted:

Unless there is a gag order in place on the board, a board can discuss something not on the agenda.

In California, unless there is an emergency, only those items on the agenda that an owner has seen can a motion can a action can be taken on.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By NpB on 11/25/2020 9:32 PM
Is a Board member permitted to discuss an item that is not on the Board meeting agenda? Is a Board member permitted to make a motion for the Board to vote on an item that is not on the agenda? Neither my HOA's Bylaws nor my state's statutes address these topics.

If either the HOA's Bylaws or state statutes require notice of board meetings, then said notice is supposed to include the agenda. To go astray from the agenda violates notice requirements.

JohnC77 (California)
Posts: 562

Posted:

Quote:

Posted By AugustinD on 11/25/2020 9:53 PM

Posted By NpB on 11/25/2020 9:32 PM
Is a Board member permitted to discuss an item that is not on the Board meeting agenda? Is a Board member permitted to make a motion for the Board to vote on an item that is not on the agenda? Neither my HOA's Bylaws nor my state's statutes address these topics.

If either the HOA's Bylaws or state statutes require notice of board meetings, then said notice is supposed to include the agenda. To go astray from the agenda violates notice requirements.

It doesn't, IF an owner brings up a topic during open discussion.

CathyA3 (Ohio)
Posts: 6,299

Posted:

If it's an item brought up by an owner, the board should not discuss or vote until they've had time to research the issue - which means any action will be deferred to a future meeting.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Your board has flexibility in creating its meetings rules.

Yes - HOA meetings can have periods of rather open discussion or reports from board directors.

No - a board member generally cannot make a motion for a board vote. That falls to the president.

Robert's Rules of Order are a nice guide.

Our HOA board will consider items that weren't part of the original agenda, but it's rather rare. In those cases, we require a 2/3 majority approval of the board of directors.

Some boards can require a 2/3 approval to, first, add an agenda item and THEN another vote to approve/deny.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By JohnC77 on 11/25/2020 10:19 PM
It doesn't, IF an owner brings up a topic during open discussion.

An owner bringing up a topic not on the agenda during a statutorily required open comment period by owners technically should not result in the topic now being added to the agenda.

KellyM3, any director may make a motion on a topic on the agenda, and then seek a second, discussion and a vote.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Maybe at your meeting, AugustinD.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By KellyM3 on 11/26/2020 7:11 AM
Maybe at your meeting, AugustinD.

-- Do cite where Robert's Rules states only the President may make motions.

-- I have never seen bylaws that restrict motions to the President. Restricting motions to the president does not make sense. What you claimed takes powers away from directors to which they are entitled by law.

-- What you posted misleads the many folks who come here, in an important way.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

The board member makes a motion and the president guides the meeting by "handling" the motion and directing the meeting.

My interpretation of this thread is whether board directors can unilaterally make a motion, call for a second and then a vote without structure. My answer is No to that. The president is the traffic cop.

That's my interpretation of this question and, as such, I'm not incorrect. You interpret the post differently.

I hope my internet-based advice doesn't lead to the ruin of this poster's HOA board of directors and the collapse of a fine community as this isn't my intention.

AugustinD
Posts: 5,144

Posted:

KellyM3, thank you for elaborating. I agree the President "presides." I do not want to argue. I'd just say that, yes, any director can unilaterally make a motion (and has a duty to do so, if the director feels strongly about the situation and feels a motion is needed) on an agenda topic. Subsequently, in my experience best practices are in the direction you indicate in your last post: The President should ask if there is a second. If there is a second, the President should ask for discussion. After sufficient discussion, the President should call for the vote.

JohnC77 (California)
Posts: 562

Posted:

Quote:

Posted By KellyM3 on 11/26/2020 7:41 AM
The board member makes a motion and the president guides the meeting by "handling" the motion and directing the meeting.

My interpretation of this thread is whether board directors can unilaterally make a motion, call for a second and then a vote without structure. My answer is No to that. The president is the traffic cop.

That's my interpretation of this question and, as such, I'm not incorrect. You interpret the post differently.

I hope my internet-based advice doesn't lead to the ruin of this poster's HOA board of directors and the collapse of a fine community as this isn't my intention.

The "traffic cop" is not the president, but the individual who presides over the meetings. You would be surprised on really who run board meetings.

JohnC77 (California)
Posts: 562

Posted:

Quote:

Posted By AugustinD on 11/26/2020 7:10 AM

Posted By JohnC77 on 11/25/2020 10:19 PM
It doesn't, IF an owner brings up a topic during open discussion.

An owner bringing up a topic not on the agenda during a statutorily required open comment period by owners technically should not result in the topic now being added to the agenda.

KellyM3, any director may make a motion on a topic on the agenda, and then seek a second, discussion and a vote.

So counselor, where is my statements have I said, unless it is an emergency, the board can take action of an item not on the agenda?

In the first instance of what the OP posted, it was asked if a board member can discussed an item not on the agenda. What if an owner asked what the association's plans were for holiday parties?

Not everything on an agenda requires action or a vote.

JohnC77 (California)
Posts: 562

Posted:

Quote:

Posted By AugustinD on 11/26/2020 7:26 AM

Posted By KellyM3 on 11/26/2020 7:11 AM
Maybe at your meeting, AugustinD.

-- Do cite where Robert's Rules states only the President may make motions.

-- I have never seen bylaws that restrict motions to the President. Restricting motions to the president does not make sense. What you claimed takes powers away from directors to which they are entitled by law.

-- What you posted misleads the many folks who come here, in an important way.

I'm curious, what powers are being taken away from directors that the law entitles them to? I managed a lot of HOA's in my time, not one required to follow any parliamentary type of procedures. Those procedures who only apply to member meetings.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By JohnC77 on 11/26/2020 8:37 AM
where is my statements have I said, unless it is an emergency, the board can take action of an item not on the agenda?

In the first instance of what the OP posted, it was asked if a board member can discussed an item not on the agenda. What if an owner asked what the association's plans were for holiday parties?

Not everything on an agenda requires action or a vote.

Thank you for clarifying, JohnC77. I agree a Board may provide information of the nature you describe above without it being on the agenda. For the archives: I am not an attorney.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By JohnC77 on 11/26/2020 8:41 AM
I'm curious, what powers are being taken away from directors that the law entitles them to?

If HOA/condo directors are not allowed to make motions, then for one, they are not able to perform their fiduciary duty of ensuring actions are taken in the best interests of the HOA.

JohnC77 (California)
Posts: 562

Posted:

Quote:

Posted By AugustinD on 11/26/2020 8:48 AM

Posted By JohnC77 on 11/26/2020 8:41 AM
I'm curious, what powers are being taken away from directors that the law entitles them to?

If HOA/condo directors are not allowed to make motions, then for one, they are not able to perform their fiduciary duty of ensuring actions are taken in the best interests of the HOA.

WOW, and you can cite a law or statue backing up that claim?

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By JohnC77 on 11/26/2020 8:58 AM

Posted By AugustinD on 11/26/2020 8:48 AM

Posted By JohnC77 on 11/26/2020 8:41 AM
I'm curious, what powers are being taken away from directors that the law entitles them to?

If HOA/condo directors are not allowed to make motions, then for one, they are not able to perform their fiduciary duty of ensuring actions are taken in the best interests of the HOA.

you can cite a law or statue backing up that claim?

Are you saying that the HOA/Condo President can prohibit directors from making motions?

CathyA3 (Ohio)
Posts: 6,299

Posted:

If the board president is the only one who can make motions, he/she effectively controls what will be voted on.

JohnC77 (California)
Posts: 562

Posted:

First, a meeting is chaired by a presiding officer, not always the presidents, and not always an officer.

Again, counselor, where did I indicate that the president or any presiding officer can refuse a director making a motion. In California, only directors can make motions at a board meeting.

What motions would be in question, as you know what motions are coming up as they re listed on the agenda, not rocket science. But, let's say an owner brings up a topic not on the agenda and they believe it might be an emergency issue, a director, any director, can make a motion to take up the matter.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By JohnC77 on 11/26/2020 9:36 AM
First, a meeting is chaired by a presiding officer, not always the presidents, and not always an officer.

Which I think is dangerous, but anyway...

Quote:

Posted By JohnC77 on 11/26/2020 9:36 AM
Again, counselor,

[In the fashion of military enlisted folks mistakenly asked if they were officers: ] I am not an attorney. My parents were married.

Quote:

Posted By JohnC77 on 11/26/2020 9:36 AM
where did I indicate that the president or any presiding officer can refuse a director making a motion. In California, only directors can make motions at a board meeting.

Q.E.D.

Quote:

Posted By JohnC77 on 11/26/2020 9:36 AM
[snippage] let's say an owner brings up a topic not on the agenda and they believe it might be an emergency issue, a director, any director, can make a motion to take up the matter.

Issues that are truly emergencies and that are not on the agenda, and brought up by an Owner or a director, are in a different category.

SheliaH (Indiana)
Posts: 6,964

Posted:

Doesn't your agenda have a section entitled new business? In my community, that comes near the end of the meeting. Depending on the subject, we might vote to o do something's ng, but usual we'd table it to the next meat ng. By that time, some research would have been done and then the board could discuss it further and if warranted, someone made a motion and then a vote would be taken

For the 1000th time, not everything in HOA land will be addressed by state law or even your statutes. Roberts Rules of Order does have guidelines on how new business can be addredded, but if your HOA doesn't follow it strictly, you could come up with a procedure to address it. Personally I prefer making informed decisions and if I don't think I can do that on something that wasn't on the agenda to begin with, I would rather wait until the next meeting. That doesn't necessarily apply if it's an emergency, but we usually addressed those after getting through minutes and the treasurers report.

The key is to document what you did. That and telling board members of they want something on the agenda, they need to advise the president or whoever puts it together by X date. Otherwise, you'll be there all night with people coming up with one thing after another, and some of that can wait.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By AugustinD on 11/25/2020 9:53 PM
If either the HOA's Bylaws or state statutes require notice of board meetings, then said notice is supposed to include the agenda. To go astray from the agenda violates notice requirements.

Except in Florida where an agenda must accompany a meeting notice for Condo meetings, but the same is not true for HOA meetings. This leads to a carryover problem with respect to an owner's right to speak at a board meeting, "... with reference to all designated items." That's understood to mean agenda items opened for consideration, but if there is no agenda posted ahead of time the ability of a homeowner to speak is diminished.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By GenoS on 11/26/2020 2:15 PM

Posted By AugustinD on 11/25/2020 9:53 PM
If either the HOA's Bylaws or state statutes require notice of board meetings, then said notice is supposed to include the agenda. To go astray from the agenda violates notice requirements.

Except in Florida where an agenda must accompany a meeting notice for Condo meetings, but the same is not true for HOA meetings.

I see the differences in FS 718 and FS 720 to which you allude. However, I believe the case law nationwide may very well indicate that "notice" of meetings like this means time, place, and agenda. Since as you note, FS 720 gives Owners the right to speak "with reference to all designated agenda items," I am not persuaded that an agenda is an optional part of notice for Florida non-condo HOAs.

KerryL1 (California)
Posts: 14,550

Posted:

In CA and some other states, too, Sheila, matters cannot be discussed unless they're listed on an agenda that's posted 4 days ahead of a board meeting. New Business items would be on it. We cannot add any except as above--basically emergencies.

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By AugustinD on 11/26/2020 5:07 PM
I see the differences in FS 718 and FS 720 to which you allude. However, I believe the case law nationwide may very well indicate that "notice" of meetings like this means time, place, and agenda. Since as you note, FS 720 gives Owners the right to speak "with reference to all designated agenda items," I am not persuaded that an agenda is an optional part of notice for Florida non-condo HOAs.

I would like to believe that. Unfortunately, since the legislature affirmatively decided to require a posted agenda for a condominium meeting, but did not see fit to require the same thing in HOAs, maybe that's exactly what they wanted. A precedent-setting court case is badly needed in Florida, IMO.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By SheliaH on 11/26/2020 12:53 PM
Doesn't your agenda have a section entitled new business? In my community, that comes near the end of the meeting. Depending on the subject, we might vote to o do something's ng, but usual we'd table it to the next meat ng. By that time, some research would have been done and then the board could discuss it further and if warranted, someone made a motion and then a vote would be taken

For the 1000th time, not everything in HOA land will be addressed by state law or even your statutes. Roberts Rules of Order does have guidelines on how new business can be addredded, but if your HOA doesn't follow it strictly, you could come up with a procedure to address it. Personally I prefer making informed decisions and if I don't think I can do that on something that wasn't on the agenda to begin with, I would rather wait until the next meeting. That doesn't necessarily apply if it's an emergency, but we usually addressed those after getting through minutes and the treasurers report.

The key is to document what you did. That and telling board members of they want something on the agenda, they need to advise the president or whoever puts it together by X date. Otherwise, you'll be there all night with people coming up with one thing after another, and some of that can wait.

Our Board meeting agenda's don't have "a New Business" section. After the perfunctory items, we go straight to specific or defined items. I understand that not everything in HOA land will be addressed by state law. Some states have a copious amount of HOA statutes, whereas others have a paucity of them. My state is in the latter and thus on HOA issues which are unaddressed by statutes, the onus is on the management company representative to give their professional opinion. In some HOA's the management company representative is not physically or electronically present at each HOA meeting, because the management company handles "accounting only." Who is the referee of behavior or violations of protocol/ethics in those situations?

How should a Board president or management company handle a Board member(s) who between agenda items say they have another topic they want to bring up for a vote of the Board that's not on the agenda?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Out BOD allows anyone on the BOD to bring up an issue, even if not on the agenda. We can also vote on it if we desire. After all, the BOD was elected to "run" the HOA.

SheliaH (Indiana)
Posts: 6,964

Posted:

Quote:

Posted By NpB on 11/29/2020 7:55 PM

Posted By SheliaH on 11/26/2020 12:53 PM
Doesn't your agenda have a section entitled new business? In my community, that comes near the end of the meeting. Depending on the subject, we might vote to o do something's ng, but usual we'd table it to the next meat ng. By that time, some research would have been done and then the board could discuss it further and if warranted, someone made a motion and then a vote would be taken

For the 1000th time, not everything in HOA land will be addressed by state law or even your statutes. Roberts Rules of Order does have guidelines on how new business can be addredded, but if your HOA doesn't follow it strictly, you could come up with a procedure to address it. Personally I prefer making informed decisions and if I don't think I can do that on something that wasn't on the agenda to begin with, I would rather wait until the next meeting. That doesn't necessarily apply if it's an emergency, but we usually addressed those after getting through minutes and the treasurers report.

The key is to document what you did. That and telling board members of they want something on the agenda, they need to advise the president or whoever puts it together by X date. Otherwise, you'll be there all night with people coming up with one thing after another, and some of that can wait.

Our Board meeting agenda's don't have "a New Business" section. After the perfunctory items, we go straight to specific or defined items. I understand that not everything in HOA land will be addressed by state law. Some states have a copious amount of HOA statutes, whereas others have a paucity of them. My state is in the latter and thus on HOA issues which are unaddressed by statutes, the onus is on the management company representative to give their professional opinion. In some HOA's the management company representative is not physically or electronically present at each HOA meeting, because the management company handles "accounting only." Who is the referee of behavior or violations of protocol/ethics in those situations?

How should a Board president or management company handle a Board member(s) who between agenda items say they have another topic they want to bring up for a vote of the Board that's not on the agenda?

No, the onus on how the meeting is run is on the BOARD, not the management company. That's how a lot of HOAs get into trouble - the boards start relying on the property manager to do everything (including their thinking - some property managers take advantage of that, to the association's detriment).

I believe I've said the following 200 times - the property manager works at the board's direction. Therefore, the BOARD needs to put on its collective thinking cap and figure out some things for themselves. It's ok for the property manager to suggest an approach, but then he or she should then sit down and let the board determine what it wants to do next.

Anyway, the board president presides over the meeting, so he or she needs to keep things running decent and in order. If a board member doesn't understand that things not on the agenda are best bought up during new business, someone should enlighten him or her. If he or she felt the issue was important enough to call for a vote, why not contact the board president in advance and ask that it be added to the agenda?

This is also why it's helpful to have a policy setting a deadline for agenda items - you miss it, it can be bought up as new business, but depending on the issue, it may not be appropriate to make a decision at that time - careful thought and research should have a role. Such a policy is set by the BOARD, not the property manager, so it doesn't matter if the property manager is there or not (why else do people call or email absent property managers with a recap of the meeting and instructions on what to do by the next meeting?)

If the board feels comfortable enough to go ahead and make a decision that night, go for it. Otherwise, the board member should be told to do his/her homework, provide the findings to the board so it can be discussed and perhaps voted upon at the next meeting.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

KerryL1 (California)
Posts: 14,550

Posted:

Doesn't AZ have a notice requirement for open board meetings, NpB? Does it state that items must be on the agenda that's posted xx days in advance of an open meeting?

I thought AZ was very homeowner-friendly and so gives owners posted notice of agenda items so that can decide if they want to attend the open board meeting. But I might be remembering this incorrectly.

Anyhow, to answer your question, if there is no policy about adding agenda items during open meetings, the Board always can make one.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By KerryL1 on 12/01/2020 9:34 AM
Doesn't AZ have a notice requirement for open board meetings, NpB? Does it state that items must be on the agenda that's posted xx days in advance of an open meeting?

I thought AZ was very homeowner-friendly and so gives owners posted notice of agenda items so that can decide if they want to attend the open board meeting. But I might be remembering this incorrectly.

Anyhow, to answer your question, if there is no policy about adding agenda items during open meetings, the Board always can make one.

The statue doesn't state the agenda has to be posted 48 hours before a Board meeting, just that the notification of a Board meeting must be at least 48 hours prior to the meeting.

KerryL1 (California)
Posts: 14,550

Posted:

What is the statue, NpB--I want to remind myself of the language about AZ board meetings. If silent on requiring posted ab genders a hard of one merits, s Sheila & I both observe, the Board makes policy about what it is it requires. (And, right, the PM can suggest ideas, but the Board governs and makes decisions)

I, for example, now recall, that AZ owners can participate in open board meetings by addressing every agenda item, if they wish. This is exceedingly owner-friendly, but don't meeting last for a very long time?

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By KerryL1 on 12/01/2020 5:12 PM
What is the statue, NpB--I want to remind myself of the language about AZ board meetings. If silent on requiring posted ab genders a hard of one merits, s Sheila & I both observe, the Board makes policy about what it is it requires. (And, right, the PM can suggest ideas, but the Board governs and makes decisions)

I, for example, now recall, that AZ owners can participate in open board meetings by addressing every agenda item, if they wish. This is exceedingly owner-friendly, but don't meeting last for a very long time?

A.R.S. 33-1804

Yes, owners can speak on every agenda item.