Meetings are the backbone and foundation of the association. This goes back to an earlier entry, where I talked about open meeting laws (entitled “Welcome to My Blog!”). The truth of the matter is that, in Oregon, all business (with four exceptions, which I’ll discuss in another posting) of the association is to be conducted at a board or an owners meeting. When I say conducted, I mean that all discussions and all decisions should be made in front of all owners who opt to attend the meetings. This can be as significant as determining to impose a hefty special assessment or as simple as whether or not to plant annuals by the monument this year. Owners are entitled to not only be present at board meetings but to hear (but not participate in) the discussion and the subsequent motion, second and vote.
Oregon law requires that HOAs use Robert’s Rules of Order to conduct meetings of the board and of owners, including the annual meeting, unless other rules of order are required by the governing documents (or the board opts to adopt by resolution some other rules of order). This provides a framework for the running of the meeting and, while it can feel stuffy and stilted to some at first, actually helps to accomplish the business of the association in a straightforward and simple manner. Board members who do not have any experience with Robert’s Rules of Order can purchase a simplified guide through the CAI website:
Using Robert’s Rules of Order helps ensure that the board spends its time considering items that a sufficient number of board members want to consider. To give an example, let’s say “late fees” is on the agenda (and yes, every meeting should have an agenda). One of the board members makes a motion to increase the late fee from $ 10 to $ 25. If another board member does not second this motion, the motion is off the table. At that point, the option is to a) make a new motion or b) table the discussion, presumably to the next meeting. If instead this motion is seconded by another board member, then at that point the entire board can discuss the pros and cons of raising the late fee by $ 15. When there is no additional discussion, the vote is taken and a decision made. What this does is prevents one board member from monopolizing the meeting with an item no other board members are interested in or concerned about.
As I mentioned above, another critical component of the meeting is having and following a written agenda. This is smart for any meeting but is necessary for a properly-functioning HOA one. At a minimum, the agenda should have the following:
a. Call to Order
b. Verification of Quorum
c. Approval of the Meeting Minutes of the Previous Meeting
d. Old Business
e. New Business
Any items tabled at the last meeting should be placed under “Old Business” for the new meeting.
In addition to the agenda, it is prudent to have all items to be discussed or used at the meeting provided to all participants in advance of the meeting. For a board meeting, that would mean that all board members should be sent the agenda, draft meeting minutes for the previous meeting, and any other items to be discussed (for example, proposals for maintenance or other services, draft budgets, or architectural review committee forms) several days prior to the meeting so there is sufficient time for all board members to review them.
If at all possible, it is also a good idea to hold meetings at a usual time, day and location. The location, as I’ve already mentioned, should be convenient to the community and accessible. Planning to meet, for example, the last Tuesday of every other month also allows owners to plan ahead and schedule that time to attend. It also provides concrete deadlines for various tasks assigned to board members at previous meetings, such as obtaining bids or drafting meeting minutes.
To conclude: meetings are a critical component of a community association and the place where all business is transacted. To make meetings as useful as possible, set a usual meeting time and location, be prepared with an agenda and all items necessary to make well-informed decisions at the meeting, run the meeting by Robert’s Rules of Order, and ensure you’ve complied with all of the open meeting law requirements.