Board Meetings Aren’t Annual Meetings: Three Common Meeting Myths

By Jim Slaughter
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Most community associations hold only one annual membership meeting each year, but boards often meet monthly or quarterly, and committees may meet even more frequently. 

These meetings are where most association business gets done. Contracts are approved. Projects are discussed. Rules are enforced. Business partners are selected. Policies are established. 

One reason board and committee meetings sometimes become inefficient is that directors often borrow procedures designed for membership meetings. While parliamentary procedure is an important tool, not every rule developed for a large assembly is necessary in a meeting involving five to seven directors.

Discussions about meeting procedure often lead to the misconception that Robert’s Rules of Order Newly Revised automatically governs every community association meeting. In reality, Robert’s generally applies only when required by statute or adopted through an association’s governing documents.

Robert’s remains a valuable resource for anyone who spends time in meetings. However, Robert’s itself recognizes that different types of meetings often require different procedures.

Many of the procedural misconceptions that slow down board meetings arise because people confuse the rules for a larger membership meeting with those for a smaller board or committee meeting. One size does not fit all.

Here are three meeting myths that can make community association board meetings less efficient.

Myth #1: Every Motion Must Have a Second.

Many people believe that seconding a motion means supporting it. That is not the purpose of a second. A second simply indicates that at least one other member believes a proposal should be considered by the group.

The requirement was developed primarily for large assemblies. If hundreds of people are attending a meeting, requiring a second prevents the group from spending time on proposals supported by only one person. But association board meetings are different.

A board tends to consist of a handful of directors gathered to conduct the association’s business. If a director raises an issue, it usually becomes apparent very quickly whether the board wishes to discuss it. In that setting, the practical value of requiring a second is often limited.

That does not mean seconds are wrong, but when directors spend more time debating whether a motion was properly seconded than discussing the issue itself, procedure has become a distraction rather than a tool.

Procedure should help the board conduct business. It should not become the business.

Myth #2: The Chair Cannot Participate in Debate.

Many believe that the chair must remain silent, avoid debate, and vote only in limited circumstances. That may be true in larger membership meetings, but it generally is not true for smaller board meetings.

The chair remains a member of the board. Unless the governing documents provide otherwise, the chair ordinarily has the same rights as every other director, including the right to make motions, participate in discussion, and vote.

This misunderstanding often results from observing legislative bodies or large membership meetings where the presiding officer plays a more detached role.

The chair was elected not only to preside over meetings but also to help govern the association. The board benefits from the chair’s experience, knowledge, and perspective. While a good chair should avoid dominating discussion and should ensure all directors have an opportunity to participate, that is very different from remaining silent.

A chair who never participates may actually make the board less effective.

Myth #3: Board Meetings Should Be Run Like Annual Meetings.

Perhaps the biggest meeting myth is the assumption that board meetings and membership meetings should be conducted in exactly the same manner. They should not.

Parliamentary procedure has long recognized that a board meeting is fundamentally different from a membership meeting or convention.

At a membership meeting, the owners are exercising rights reserved to the membership. Depending on the governing documents and applicable law, that may include electing directors, approving governing document amendments, or taking other actions reserved to the membership. Formal procedures help protect the rights of potentially large numbers of participants and ensure fairness in the decision-making process.

A board meeting serves a different purpose.

The directors have already been elected by the membership to conduct the association’s business between membership meetings. The board functions as a relatively small deliberative body charged with making decisions on behalf of the association.

Because the purposes are different, the procedures also may be different.

A convention with hundreds of delegates requires rules that may be unnecessary for a five-member board discussing a landscaping contract, insurance renewal, or business partner proposal. Excessive formality can slow discussion, discourage participation, and shift attention away from the substance of the issues before the board.

The same principle applies to committees, which often function best with even less formality than a board meeting.

None of this means that board meetings should be informal to the point of disorder. Boards still must comply with applicable statutes, follow their governing documents, maintain proper records, and conduct business in an organized manner. The point is that procedure should fit the body.

The rules that work best for a large annual meeting are not necessarily the rules that work best for a board or committee meeting.

The Goal Is Effective Decision-Making

Parliamentary procedure is an important tool. It promotes fairness, order, transparency, and accountability, but it is not an end in itself.

The goal of a board meeting is not to demonstrate mastery of procedural rules. It is to help directors receive information, deliberate fairly, and make sound decisions on behalf of the association.

Good procedure should help the board conduct business, not get in the way of it.

>>Find community association meetings and elections resources, including parliamentary procedure guides and Robert’s Rules, from CAI Press.

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Jim Slaughter

Jim Slaughter is an attorney, certified professional parliamentarian, and past president of both CAI’s College of Community Association Lawyers and the American College of Parliamentary Lawyers. He is a partner at Law Firm Carolinas and author of four books on running effective meetings, including Robert’s Rules of Order Fast Track. Many charts and articles on meeting procedure can be found at www.jimslaughter.com.