Who Determines Agenda Items?

NpB (Arizona)
Posts: 605

Posted:

I read the Arizona Planned Communities Act and could find no reference to who determines a Board meeting agenda.

Presumably it's the Board President, but does the Board President have the SOLE authority to decide which items get placed on the agenda. Can she/he reject a requested item from another Board member? I could find no statute either permitting or prohibiting such.

MaxB4
Posts: 3,513

Posted:

I don't think you will find any statue. Here is from a California Law Firm:

QUESTION: Who sets the agenda for board meetings? I'm concerned the board president may prevent discussion of needed items by refusing to put them on the agenda.

ANSWER: When it comes to setting board meeting agendas, all directors have a right to bring business before the board. Except for decisions previously made by the board, the president cannot choke off the board's business by refusing to list matters on the agenda.

Motion to Add Agenda Item. Under Robert's Rules of Order, the chair of a meeting cannot refuse to put a motion to the body provided the motion is in order at the time. For an order to not be in order, it must be in violation of law or the bylaws. If a chair abuses his authority and refuses to put to a vote a motion to include an action item on the next meeting's agenda, any director can make the motion and put the motion to vote without the chair. (Robert's Rules, 11th ed., p. 650-651.) If the motion is adopted by a majority of directors, that motion must appear on the next agenda.

Abuse of Authority. If a chair abuses his authority, he can be censured or removed. (Good luck with that one).

SheliaH (Indiana)
Posts: 6,964

Posted:

Do your documents say anything about this? If you have a board who likes to dictate what will be discussed, why haven't the rest of you called him or her out on it?

I would think you start with whatever the property manager listed in the management report, followed by taking action on whatever advisory committees have referred to the board. From there, each board member can add one item because you don't want to be there all night.

There should be a deadline for this - if you don't speak up, you'll have to wait until the next neeting. In some cases, items may need to be pushed back because there are more time sensitive issues to address.

This is another area where I don think its necessary for a state legislature to mandate every single HOA issue. If your documents are silent, use your common sense and come up with a process the can be adopted via a board resolution.

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

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Our President asks all BOD Members if there is anything they would like to add to the rough draft agenda he has prepared.

MichaelT21 (Arkansas)
Posts: 501

Posted:

As Board President & Chief Executive Officer, I retain complete and total authority for deciding what items are on the agenda. That is my role for the association and the buck stops with me on whether something is placed or not placed on the agenda.

Now, to be polite, I draft up the preliminary agenda, e-mail it out to everyone, and ask if anyone has any other topics. More than likely, I will place any topic that a Board member wants to discuss on the agenda. Further, I end each meeting with a "around the room" to see if there are any topics that may have been missed.

We have one homeowner who thinks that homeowners get to decide the agenda, and each month writes in with her ideas of what should be on our agenda. These get ignored, although I have invited this particular homeowner to present on her topic. For some reason, she's always too busy.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By MichaelT21 on 05/04/2022 2:57 PM
As Board President & Chief Executive Officer, I retain complete and total authority for deciding what items are on the agenda.

And you wonder why you get stuck doing all the work.

AdamL1 (UnitedStates)
Posts: 559

Posted:

what about for Membership Annual Meetings?

Can a member motion to insert an agenda item?

JohnT38 (South Carolina)
Posts: 1,631

Posted:

Quote:

Posted By MaxB4 on 05/04/2022 3:25 PM

Posted By MichaelT21 on 05/04/2022 2:57 PM
As Board President & Chief Executive Officer, I retain complete and total authority for deciding what items are on the agenda.

And you wonder why you get stuck doing all the work.

https://www.youtube.com/watch?v=1jby8B7vaPc&ab_channel=davistyr

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By AdamL1 on 05/04/2022 3:41 PM
what about for Membership Annual Meetings?

Can a member motion to insert an agenda item?

Is this assuming that you have already requested that the motion be put on the agenda in advance (so that it is mailed out with the notice), and the President refused to do so?

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By AugustinD on 05/04/2022 5:17 PM

Posted By AdamL1 on 05/04/2022 3:41 PM
what about for Membership Annual Meetings?

Can a member motion to insert an agenda item?

Is this assuming that you have already requested that the motion be put on the agenda in advance (so that it is mailed out with the notice), and the President refused to do so?

no, assuming its not on the agenda.

KerryL1 (California)
Posts: 14,550

Posted:

I think members can only make actual motions at members meetings. A motion would not be on an agenda. What you seem to want on the agenda, Adam, is an agenda item. I don't recall: does ID require notice of agenda items before a bord OR a members meetings? What a out in WA?

Our Board has always permitted all directs and owners to submit agenda items for board meetings. The prez & PM review them and sometimes ask for additional materials. Sometimes they throw one to because its proposes something illegal. there's quite the a detailed form to fill out.

I would think that in Michael's assn. a majority of the Board could vote the all items turned in by a deadline in are acceptable.

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By AdamL1 on 05/04/2022 6:26 PM

Posted By AugustinD on 05/04/2022 5:17 PM

Posted By AdamL1 on 05/04/2022 3:41 PM
what about for Membership Annual Meetings?

Can a member motion to insert an agenda item?

Is this assuming that you have already requested that the motion be put on the agenda in advance (so that it is mailed out with the notice), and the President refused to do so?

no, assuming its not on the agenda.

I do not understand.

Did you (or will you) request in advance of the meeting that the topic or motion be put on the agenda?

If you have made such a request in advance of the meeting, did the President agree to add the topic or motion to the agenda?

KerryL1's post reminded me that: the Bylaws typically limit the powers of the owners to just a few things. In my opinion and per my general reading: motions where this power (as authorized by the Bylaws) might be exercised should be sent out in advance with the notice.

Example:
Owner Diaz has asked that discussion of amending the CCRs to prohibit rentals under 30 days be placed on the agenda.

President Nichols puts this on the agenda. Notice is proper.

At the meeting, an hour of discussion takes place. Then Owner Chang raises her hand and makes a motion.

Owner Chang: I motion that the CC&Rs be amended to prohibit rentals under 30 days.

The President now interjects: Mr. Chang, what you are seeking is a vote to amend the CC&Rs. Per the CC&RS, this is a vote in which all owners must have the chance to participate. However, all owners have not been given notice of this proposed amendment.

Owner Diaz observes: But the topic was on the agenda.

President Nichols: The only thing on the agenda was discussion of the topic of amending the CC&Rs to prohibit 30-day rentals. This is not the same as informing owners in advance that a vote to amend will take place at the meeting.

Owner Chang: But amendment requires that 67% of all owners vote. As it happens, attendance tonight in person or by proxy is 80% of all owners. Suppose we take a vote now and see if 67% agree to amend the CC&Rs?

President Nichols: No, the rules of parliamentary procedure forbid this. Why? Because it's possible that if the 20% who are not present today, plus those who are only represented by proxy, would have come to the meeting if they knew there would be a vote to amend, and they might have made arguments one way or the other that would change the outcome. In the coming months, you are free to ask for a special meeting and complete the other steps to amend the governing documents. I will say I want the HOA attorney to review any proposed amendment before the amendment goes out for a vote. I am not sure how to make this happen but I will get back to you.

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By AugustinD on 05/04/2022 7:36 PM

Posted By AdamL1 on 05/04/2022 6:26 PM

Posted By AugustinD on 05/04/2022 5:17 PM

Posted By AdamL1 on 05/04/2022 3:41 PM
what about for Membership Annual Meetings?

Can a member motion to insert an agenda item?

Is this assuming that you have already requested that the motion be put on the agenda in advance (so that it is mailed out with the notice), and the President refused to do so?

no, assuming its not on the agenda.

I do not understand.

Did you (or will you) request in advance of the meeting that the topic or motion be put on the agenda?

If you have made such a request in advance of the meeting, did the President agree to add the topic or motion to the agenda?

KerryL1's post reminded me that: the Bylaws typically limit the powers of the owners to just a few things. In my opinion and per my general reading: motions where this power (as authorized by the Bylaws) might be exercised should be sent out in advance with the notice.

Example:
Owner Diaz has asked that discussion of amending the CCRs to prohibit rentals under 30 days be placed on the agenda.

President Nichols puts this on the agenda. Notice is proper.

At the meeting, an hour of discussion takes place. Then Owner Chang raises her hand and makes a motion.

Owner Chang: I motion that the CC&Rs be amended to prohibit rentals under 30 days.

The President now interjects: Mr. Chang, what you are seeking is a vote to amend the CC&Rs. Per the CC&RS, this is a vote in which all owners must have the chance to participate. However, all owners have not been given notice of this proposed amendment.

Owner Diaz observes: But the topic was on the agenda.

President Nichols: The only thing on the agenda was discussion of the topic of amending the CC&Rs to prohibit 30-day rentals. This is not the same as informing owners in advance that a vote to amend will take place at the meeting.

Owner Chang: But amendment requires that 67% of all owners vote. As it happens, attendance tonight in person or by proxy is 80% of all owners. Suppose we take a vote now and see if 67% agree to amend the CC&Rs?

President Nichols: No, the rules of parliamentary procedure forbid this. Why? Because it's possible that if the 20% who are not present today, plus those who are only represented by proxy, would have come to the meeting if they knew there would be a vote to amend, and they might have made arguments one way or the other that would change the outcome. In the coming months, you are free to ask for a special meeting and complete the other steps to amend the governing documents. I will say I want the HOA attorney to review any proposed amendment before the amendment goes out for a vote. I am not sure how to make this happen but I will get back to you.

The Notice and the Agenda has already been mailed out. Our current Board has gone full on crazy. There's no way they would add on an agenda topic request....

So, we have two meetings back to back. First, to vote on bylaws, then a standard annual meeting. If the bylaws pass, potentially that opens up the quantity of director seats, but "must be decided by the membership"...

ND (PA)
Posts: 792

Posted:

Quote:

Posted By MichaelT21 on 05/04/2022 2:57 PM
As Board President & Chief Executive Officer, I retain complete and total authority for deciding what items are on the agenda. That is my role for the association and the buck stops with me on whether something is placed or not placed on the agenda.
...

FALSE and terrible input/advice.

I'd insist that you're joking, but unfortunately I know you're dead serious. This position, thinking, and attitude is the genesis of many (probably most) of your issues.

I've copied and pasted my reply to a different thread where you said something equally dopey about HOA members not being allowed/able to object to Board decisions or stand in the way of poor decision-making . . .

"Mike/Henry . . . in my opinion and experience you have a slightly distorted view of how an HOA Board of Directors and an HOA President should operate. You seem to have this authoritarian/dictatorial type perspective that may work for you and your situation, but that I don’t think is shared by most and is not a healthy/productive method in my opinion."

I know you likely won't read, respond, or even consider that your position is distorted, but I'm posting here so others can learn what not to do in their HOA.

MichaelT21 (Arkansas)
Posts: 501

Posted:

Quote:

Posted By ND on 05/05/2022 5:31 AM

Posted By MichaelT21 on 05/04/2022 2:57 PM
As Board President & Chief Executive Officer, I retain complete and total authority for deciding what items are on the agenda. That is my role for the association and the buck stops with me on whether something is placed or not placed on the agenda.
...

FALSE and terrible input/advice.

I'd insist that you're joking, but unfortunately I know you're dead serious. This position, thinking, and attitude is the genesis of many (probably most) of your issues.

I've copied and pasted my reply to a different thread where you said something equally dopey about HOA members not being allowed/able to object to Board decisions or stand in the way of poor decision-making . . .

"Mike/Henry . . . in my opinion and experience you have a slightly distorted view of how an HOA Board of Directors and an HOA President should operate. You seem to have this authoritarian/dictatorial type perspective that may work for you and your situation, but that I don’t think is shared by most and is not a healthy/productive method in my opinion."

I know you likely won't read, respond, or even consider that your position is distorted, but I'm posting here so others can learn what not to do in their HOA.

No, I think it's actually good advice.

As you read, I circulate the meeting agenda to the Board to ask for additional topics prior to the meeting, and then also ask for additional meeting topics at the end of the board meeting as well in case I missed anything. So every board member has 2 opportunities to add things to the agenda.

I only serve as President at the will of the rest of the Board. At any meeting, I can be removed from the office of President and replaced with another Board member. Thus, I must be careful to be sure to run meetings well and ensure that all voices are heard.

I do believe that the President sets the meeting agenda though. He can solicit input from others, but he writes it and conducts the meeting in accordance with the agenda.

MarkM19 (Texas)
Posts: 1,459

Posted:

What I have always followed was the PM gets the process started by placing items he/she has been getting quotes from vendors that need a motion and a vote. The President (myself) can add additional items that need to be discussed. I also ask our board if they have any items they want added. I read somewhere that it takes 2 members to add a item if the president is not in favor of the addition. I have never had this come into play. My guess is this happens if the board is conflicted or has a troubled member.

MarkM19 (Texas)
Posts: 1,459

Posted:

What I have always followed was the PM gets the process started by placing items he/she has been getting quotes from vendors that need a motion and a vote. The President (myself) can add additional items that need to be discussed. I also ask our board if they have any items they want added. I read somewhere that it takes 2 members to add a item if the president is not in favor of the addition. I have never had this come into play. My guess is this happens if the board is conflicted or has a troubled member.

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By NpB on 05/04/2022 1:11 PM
I read the Arizona Planned Communities Act and could find no reference to who determines a Board meeting agenda.

Presumably it's the Board President, but does the Board President have the SOLE authority to decide which items get placed on the agenda. Can she/he reject a requested item from another Board member? I could find no statute either permitting or prohibiting such.

Unless your state statutes support your Bylaws saying otherwise and your Bylaws actually say otherwise, *NONE* of your volunteer directors have authority to make unilateral decisions on behalf of your CIC (which is likely a nonprofit corporation). Delegating specific responsibilities to specific directors can help accomplish routine business, but one person should never dictate to your entire Board what you're going to discuss. That said, if nobody opposes or corrects an agenda, you're going to run with it because that only makes sense. There's some extensive coverage in Decision-Making 101 (https://www.(LINK-NOT-ALLOWED-PER-POSTING-RULES)/governance/DECISIONS) and Ethics (https://www.(LINK-NOT-ALLOWED-PER-POSTING-RULES)/governance/ethics).

Only the Board Makes Decisions
>Individual Board Members cannot make decisions for the Board. Verbal assurances from individual Board Members are not representations of the Board.
> Actions of the Board must be reflected in the approved Board Meeting Minutes, or in other direct written communication from the Board.

Board Liaisons
> The Board of Directors may, from time to time, appoint Directors to act as liaisons to the Managing Agent, committees, special projects and other endeavors of the Association. Any Director who acts as a liaison for the Board shall be appointed to do so by action of the Board and shall perform his or her duties in an impartial manner to convey the decisions and opinions of the Board. Board Liaisons shall not act unilaterally to exercise powers reserved to the Board except where the exercise of those powers conveys the decisions of the Board, or has been specifically delegated to them by Board resolution.

Duty of Care
> To the extent required by RCW 64.90.410, and subject to all limitations now or hereafter included as part of that statute, in the performance of their duties, members of the Board of Directors must exercise the degree of care and loyalty to the association required of an officer or director of a corporation organized, are subject to the conflict of interest rules governing directors and officers, and are entitled to the immunities from liability available to officers and directors under chapter RCW 24.06. No Director, whether acting alone or in concert with others, shall act to discharge the powers and authority of the Board in any manner inconsistent with the Association’s governing documents and/or any applicable governmental mandates.

Regards,
Steve

MichaelT21 (Arkansas)
Posts: 501

Posted:

The reason why I say the President makes the decision as to what agenda items to place on the agenda is because of circular reasoning.

For the Board as a whole to make a decision as to what needs to be on the agenda, one has to have a meeting among the Board of Directors to make that decision. That meeting needs an agenda. In turn, one has to hold a meeting prior to the meeting to set the agenda for the meeting agenda meeting. But that meeting also needs an agenda.

Clearly, that doesn't work. Thus, my belief is the President is the one that sets the agenda. In the case of the HOA Board, the president serves at the pleasure of the other directors. If the president doesn't set good agendas, then the president can be removed from his/her officer role by a simple majority vote of the other directors, so the President needs to set good agendas if to remain in his position.

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By MichaelT21 on 05/09/2022 2:18 PM
The reason why I say the President makes the decision as to what agenda items to place on the agenda is because of circular reasoning.

For the Board as a whole to make a decision as to what needs to be on the agenda, one has to have a meeting among the Board of Directors to make that decision. That meeting needs an agenda. In turn, one has to hold a meeting prior to the meeting to set the agenda for the meeting agenda meeting. But that meeting also needs an agenda.

Clearly, that doesn't work. Thus, my belief is the President is the one that sets the agenda. In the case of the HOA Board, the president serves at the pleasure of the other directors. If the president doesn't set good agendas, then the president can be removed from his/her officer role by a simple majority vote of the other directors, so the President needs to set good agendas if to remain in his position.

Michael,

There's a lot to be said for a group of reasonable people agreeing on a set of future business in a structured way. Making time for that process during one or more meetings is essential. Meetings are not simply a time to approve expenditures. Many CICs fail to establish reasonable governance strategies -- discussing future business, goals, etc. -- during their meetings. We can discuss why in another thread.

Except for California statutes that qualify emails between a quorum of Directors as a meeting, there is no requirement to have a meeting in order to "hash out" an agenda or future business. So far as I know, all 49 other states in the USA allow the entire Board to collaborate via email, on documents, etc. to avoid the need to do *everything* in a meeting. There's no circular reasoning here. Nothing wrong with one person (be it the Board Chair / President, or someone else) proposing an agenda for editing by the entire Board), but dictating an agenda is simply off the table. Removing an officer from their position is completely unnecessary in this case. Cooperation and collaboration are *required*, especially in Washington State. Some of my favorite quotes to this effect are posted on Decision-Making 101: https://www.(LINK-NOT-ALLOWED-PER-POSTING-RULES)/governance/DECISIONS.

Regards,
Steve

JohnT38 (South Carolina)
Posts: 1,631

Posted:

Quote:

Posted By SteveH35 on 05/09/2022 3:06 PM

Posted By MichaelT21 on 05/09/2022 2:18 PM
The reason why I say the President makes the decision as to what agenda items to place on the agenda is because of circular reasoning.

For the Board as a whole to make a decision as to what needs to be on the agenda, one has to have a meeting among the Board of Directors to make that decision. That meeting needs an agenda. In turn, one has to hold a meeting prior to the meeting to set the agenda for the meeting agenda meeting. But that meeting also needs an agenda.

Clearly, that doesn't work. Thus, my belief is the President is the one that sets the agenda. In the case of the HOA Board, the president serves at the pleasure of the other directors. If the president doesn't set good agendas, then the president can be removed from his/her officer role by a simple majority vote of the other directors, so the President needs to set good agendas if to remain in his position.

Michael,

There's a lot to be said for a group of reasonable people agreeing on a set of future business in a structured way. Making time for that process during one or more meetings is essential. Meetings are not simply a time to approve expenditures. Many CICs fail to establish reasonable governance strategies -- discussing future business, goals, etc. -- during their meetings. We can discuss why in another thread.

Except for California statutes that qualify emails between a quorum of Directors as a meeting, there is no requirement to have a meeting in order to "hash out" an agenda or future business. So far as I know, all 49 other states in the USA allow the entire Board to collaborate via email, on documents, etc. to avoid the need to do *everything* in a meeting. There's no circular reasoning here. Nothing wrong with one person (be it the Board Chair / President, or someone else) proposing an agenda for editing by the entire Board), but dictating an agenda is simply off the table. Removing an officer from their position is completely unnecessary in this case. Cooperation and collaboration are *required*, especially in Washington State. Some of my favorite quotes to this effect are posted on Decision-Making 101: https://www.(LINK-NOT-ALLOWED-PER-POSTING-RULES)/governance/DECISIONS.

Regards,
Steve

Just curious, are you the Steve that owns www.(LINK-NOT-ALLOWED-PER-POSTING-RULES)?

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By JohnT38 on 05/09/2022 3:24 PM

Posted By SteveH35 on 05/09/2022 3:06 PM

Posted By MichaelT21 on 05/09/2022 2:18 PM
The reason why I say the President makes the decision as to what agenda items to place on the agenda is because of circular reasoning.

For the Board as a whole to make a decision as to what needs to be on the agenda, one has to have a meeting among the Board of Directors to make that decision. That meeting needs an agenda. In turn, one has to hold a meeting prior to the meeting to set the agenda for the meeting agenda meeting. But that meeting also needs an agenda.

Clearly, that doesn't work. Thus, my belief is the President is the one that sets the agenda. In the case of the HOA Board, the president serves at the pleasure of the other directors. If the president doesn't set good agendas, then the president can be removed from his/her officer role by a simple majority vote of the other directors, so the President needs to set good agendas if to remain in his position.

Michael,

There's a lot to be said for a group of reasonable people agreeing on a set of future business in a structured way. Making time for that process during one or more meetings is essential. Meetings are not simply a time to approve expenditures. Many CICs fail to establish reasonable governance strategies -- discussing future business, goals, etc. -- during their meetings. We can discuss why in another thread.

Except for California statutes that qualify emails between a quorum of Directors as a meeting, there is no requirement to have a meeting in order to "hash out" an agenda or future business. So far as I know, all 49 other states in the USA allow the entire Board to collaborate via email, on documents, etc. to avoid the need to do *everything* in a meeting. There's no circular reasoning here. Nothing wrong with one person (be it the Board Chair / President, or someone else) proposing an agenda for editing by the entire Board), but dictating an agenda is simply off the table. Removing an officer from their position is completely unnecessary in this case. Cooperation and collaboration are *required*, especially in Washington State. Some of my favorite quotes to this effect are posted on Decision-Making 101: https://www.(LINK-NOT-ALLOWED-PER-POSTING-RULES)/governance/DECISIONS.

Regards,
Steve

Just curious, are you the Steve that owns www.(LINK-NOT-ALLOWED-PER-POSTING-RULES)?

John, so far as I can tell, my contributions align with all the forum rules. I've posted links to at least three different free websites today. I believe in posting links to relevant content because finding answers buried in threads of prose loses value over time and someone eventually starts a new thread about a prior topic and all of the completely relevant answers from a week ago, a month ago, a year ago or a decade ago are lost to history. That's just how it goes.

Your reply here is not germane. Let's stay positive and on-topic about setting agendas and the power vested in volunteer Directors. I'm not here to quarrel with anyone. I'm here to help CICs and their homeowners.

Regards,
Steve

MaxB4
Posts: 3,513

Posted:

Gotcha JohnT

MaxB4
Posts: 3,513

Posted:

I'm not sure how www.davis-stirling.com first got posted on this site, maybe one of their people did it when the site was first developed, but every time we reference it we give them free advertising.

Such as:

WINE AT BOARD MEETINGS Print Share Report Broken Links
QUESTION: Our board meets at 6:00 p.m. in the manager's apartment. The manager has recently started to serve wine and hors d'oeuvres prior to and throughout the meeting. As a shareholder in a million dollar corporation I do not feel this is appropriate. I would appreciate your opinion.

ANSWER: The practice is not illegal but it could present problems. If the directors drink excessively, their judgment will be impaired when making decisions for the association. Also, if they injure themselves on the way back to their units, claims could be made against the association's insurance. However, if their drinking is light--a glass of wine, then it may be harmless.

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

The line in bold is on most everyone of their pages with a link on Contact Us and Davis-Stirling Newsletter.