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Board Member Tutorial
Board Member Tutorial
We at FLCAJ have many opportunities to speak directly with board members of community associations in Florida. Most of the conversations serve to reinforce one basic tenant: serving on the board is usually a difficult and thankless job. Those who assume the role and responsibilities of a board member often come away from the experience shaking their head and muttering, “Never again!”
No, that’s not always the case, and we do speak to those who have served many years on the same board or different boards of different communities. What makes them seek the office and the responsibility that comes with it? If the punishment of standing for the community in sometimes-difficult decisions was not enough, add to it that their decisions often involve the expenditure of large amounts of association funds. That is pressure!
Betsy Barbieux has long been one of our most valued editorial assets and is a premier coach in matters relating to the board. She has authored a helpful guide to board members aptly called Boardmanship. Most of the materials found on these pages are from her book. We hope that these tools will help in the performance of the difficult task of boardsmanship. Ed.
Why Would Anyone Want to be a Director?
The very nature of living in a community association means our lives are governed by deed restrictions, a corporation, and its elected board of directors. Obviously, the directors can’t come from just any where, they have to come from the community. But why would anyone want to serve on the board in the community where they live? Most who have ever served on a board groan and shake their heads when they remember their term of office. Their comments, “I’ve done my time.”
One association replaced three directors in a 6-month period because of resignations. Whether the time commitment was too great, there were personal and family problems, the emotional strain during meetings too trying, or they sold their home; they resigned from the board.
Changes like that are hard on the association. Every time a new board member is appointed, officers are probably reelected. Think of all the paperwork involved: Special minutes, changing signatures on bank accounts, additions and deletions to liability insurance, and revised lists of names and addresses to residents, to mention a few things.
If the association is self managed, that means the secretarial, accounting, and maintenance duties are done mostly by volunteers. Unless volunteers come to the plate highly skilled, they have to spend time learning what to do in their new positions.
After several years, some associations find it almost impossible to find qualified people to run for the board. You begin to hear things like:
“Meetings drag on and don’t accomplish anything.”
“Only a few people do anything.”
“We keep rehashing old business.
“Some people always dominate.”
"All they ever do is fight and argue at the meetings."
“I moved here to retire, I don't want to get involved."
“I don’t have time.”
So knowing that you will be criticized, become the enemy as soon as you enforce a rule, and be stopped by a complaining neighbor every time you go out for a walk, why would anyone run for the board?
Most who do their time on the board do so because they have:
· A sense of civic duty
· A big heart
· A specific skill needed by the association
· Care about the value of the common property.
It is in the association’s best interest to encourage people with good leadership skills to join the board. A good manager or president can help develop potential board members. Hold periodic interest meetings, inviting any who might have even a slight interest in serving on the board. Explain to them:
1. How the association functions.
2. The role the documents, the board, committees, and the management company or management personnel play in the operation of the association
3. The roles they can play in the success of their association
4. The current tasks of the committees and the goals of the board
5. Current opportunities to serve the association even when seats are not available on the board.
6. Any project-oriented committees where they can currently serve.
Another way to encourage residents to serve as board members is to make sure meetings are handled efficiently. Meetings should start on time, always follow an agenda, be kept moving (never allowed to stall), include all directors, reach a conclusion, and end at a reasonable time.
In addition, meetings should:
· Provide members with up-to-date information
· Develop a sense of team
· Encourage broader participation in decision making
· Spread the work load
· Stimulate more creative solutions
· Enhance and improve initial ideas
· Encourage leadership growth of members
· Develop commitment to group decisions
Remember, your association needs board members. You should be developing guidelines that will provide a more encouraging environment for your potential resident.
Directors' Pledge
I understand the policy of ROE Association, Inc., is that directors, officers, management, and employees will work together in a cooperative spirit for the best interests of all the members of the association.
Therefore, I promise to:
· maintain a positive attitude toward my position as a director and toward my fellow board members,
· maintain a positive and professional attitude toward our employees so as to maintain morale and promote efficient employee performance,
· refrain from harassing, intimidating, or publicly making derogatory comments about fellow board members, association members, guests, employees, or manager,
· work with my fellow directors in a cooperative manner,
· represent the total community and not any special interest group, and
· use my influence to enhance the reputation of the association and maintain the mutual respect that currently exists between the members of the association and the board of directors.
Board of Directors' Code of Ethics
While Directors are not required to be licensed and are, therefore, not subject to the same type standards of professional conduct as licensed managers, some associations have found it beneficial to institute a standard by which their directors should conduct themselves.
To formalize their election as directors, some associations have asked their directors to familiarize themselves with a Code of Ethics, which is adopted from the Standards of Professional Conduct for Managers as found in the Florida Administrative Code, and to sign a Director's Pledge, similar to the following:
Code of Ethics for Directors
GENERAL STANDARDS:
Professional competence. A board member shall undertake only those responsibilities and assignments that he/she can reasonably expect to perform with professional competence.
Due professional care. A board member shall exercise due professional care in the performance of his/her duties. A director shall not knowingly fail to comply with the requirements of the documents as long as the documents comply with the law.
Planning and supervision. A board member shall adequately plan and supervise all his/her assigned duties and functions for the association.
INTEGRITY AND OBJECTIVITY: A board member may not knowingly make an untrue statement of a material fact or knowingly fail to state a material fact in order to achieve any measure of personal gain for him/herself, or any affiliated company from which he/she may benefit. All decisions and representations must be made with the best interests of the association in mind.
OPERATING STANDARDS: A member shall comply with all current internal operating standards, or that may from time to time be promulgated by the board of directors.
PROFESSIONAL COURTESY: All board members shall exhibit professional courtesy to all community association management professionals. Such professional courtesy shall include not interfering with the contractual relationships between community management professionals and contractors, vendors, suppliers, and employees.
CONFLICTS OF INTEREST: No board member, or employee of a board member, may use his/her position to enhance his/her own financial status through recommendation of vendors, suppliers, or contractors that may pay a gratuity to the member or employee. In addition, any situation that may appear as a conflict of interest must be disclosed in writing to the board of directors at the earliest opportunity. Any dealings with related parties must be fully disclosed to the association, and the appropriate abstention must be noted in the minutes on all discussion and voting relating to the perceived conflict of interest.
GRATUITIES: It is recognized many clients, vendors, and suppliers consider reasonable gifts and entertainment as an accepted business practice without any intent to unduly influence the judgment of the board of directors. Nevertheless, it shall be the policy of the board of directors to discourage the acceptance by its members of gifts, entertainment, or other favors from existing or prospective clients, contractors, vendors, or suppliers. Cash gifts of any amount are unacceptable. Gifts of a normal value and personal nature given as a token of friendship or special occasions such as Christmas, a job promotion, or length-of-service award are acceptable.
If the gift, entertainment, or other favor is (1) judged to be above the standard of living of the board member and the donor, or (2) it is judged to be beyond the ability of the board member to reciprocate, either on a personal basis, or with a legitimate claim for reimbursement from the association, or (3) the gift or entertainment received would suggest to a disinterested third party the board member might be influenced in the conduct of the association's business with the donor, it does not meet acceptable standards.
USE OF ASSOCIATION FUNDS: No board member may use any funds being held for association business for personal use. All funds held in bank accounts must be completely segregated and not commingled with any board member's funds.
RELATED ENTITIES: Any engagement of a company or individual related to any member of the board of directors in any way must be disclosed to the association. This disclosure must be made in writing and approved by the association for the board member to remain active.
LIMITATIONS OF PRACTICE: A board member engaged in the practice of another profession shall not perform such other services for the association while serving as a board member, if the performance of such services is likely to result in a conflict of interest, real or perceived.
ATTENDANCE AT BOARD MEETINGS: Any member who misses three consecutive meetings of the board of directors will be removed from the board.
Decision Making 101
Each personality and communication style has its own basic priority for decision making. A board that is balanced in all four can be powerful, or it can fight at every meeting. By understanding where each director is "coming from" you can create a united board.
The "D," or Dominant styles, will focus on making the power decision. They are never hesitant or shy about making decisions (for themselves or for you). They see situations as problems to be solved so goals can be achieved. They will use their position and authority in deciding. They can be offensive to others who might perceive them as bullies.
The "I," or Influencing styles, will focus on making the people decision. They make decisions by talking to people and interacting with them. They think out loud and need you to listen to them. They will change their minds several times before they settle on a final decision. Their goal is to persuade others their way and remain popular with them at the same time. Others may perceive them as chatty and too talkative.
The "S," or Supportive styles, will focus on making the decision that brings about harmony and cooperation. They make decisions based on stability and predictability. Their focus will be on making everyone involved in the decision happy. Theirs is a spirit of teamwork and cooperation. They are the peacemakers and seek to stabilize a routine or a situation in order to maintain the status quo. Their goal is to remain accepted by the group and still be considered a team player. They may be perceived by others as a sucker who can't say "no".
The "C," or Critical Thinker styles, will focus on the rules or procedure. They are data freaks and gather facts, information, and statistics. They will make a decision based on something in writing; a rule, a procedure, or a law. They often frown when they are problem solving, but that does not mean they are unhappy. They are very sensitive to double standards and inequities. They see upholding principles, laws, and rules as their priority. Others may perceive them as aloof and detached, cold.
Those boards that will allow discussion by all four types and attempt to incorporate all four priorities in their decisions or votes, create a win-win for all involved.
Voting and Abstaining
In your board member training, be sure to include this very important piece of often misunderstood information on voting at board meetings. THE PRESIDENT DOES VOTE, even if he or she is chairing the meeting.
Too many presidents in community associations won’t vote because they don’t want to take a stand on a certain issue. Or, they are mistaken that, under parliamentary procedures, the president does not vote.
It is true, that in the most formal procedures, the president generally does not speak for or against an issue unless he leaves the chair, and does not usually vote by voice, by hand, or by rising. But, Robert's Rules of Order, Newly Revised (10th ed.), p. 392, l. 16-20, says “if the presiding officer is a member of the assembly, he can vote as any other member when the vote is by ballot (see also p. 400).”
And, RONR (10th ed.), p. 440, l. 1-5, says “while a commanding presence and knowledge are essential in procedural matters, the president of an ordinary deliberative assembly, . . . , should, of all the members, have the least to say upon the substance of pending questions.” But, he or she may speak.
However, according to the Florida Statutes, which would supercede parliamentary rules, the president MUST vote and is considered to have voted in the affirmative (with the majority) unless he or she votes against the motion or specifically abstains from voting.
According to Peter M. Dunbar, Esq., in his book, Condominium Concept, paragraph 4.19, “a member of the board of administration cannot abstain on reasons of general principle, and may do so only when a conflict of interest actually exists. The nature of the conflict and the reason for abstaining must be disclosed to the remaining members of the board and recorded in the minutes of the meeting.”
New Board Member Orientation
Elections don’t always produce informed and knowledgeable board members. Sometimes the election brings chaos instead of improvement. New board members don’t always understand Roberts Rules of Order, and they may have never read the Florida Statutes or the Florida Administrative Code.
Some associations report new board member orientations help. If your association is self managed, an orientation is critical. Past officers may need to spend a significant amount of time with new officers to bring them up to speed.
Whether you conduct your own orientations or bring in someone else knowledgeable in community association management to speak to the new board, an orientation might include a review of:
· The documents (even though they should have read them, that is not always the case)
· The governing statutes
· The past year’s minutes
· Vendors’ contracts
· The budget
· Explanation of officers duties and fiduciary responsibilities
· Signing of new signature cards for the bank accounts
· The manager's contract and duties
· The job descriptions of any employees
· Pending litigation, rules violations, and fines
· An exchange of names and telephone numbers if members do not already know each other
Pertinent information should be gathered to update the directors and officers liability insurance and to complete the annual report for the Secretary of State.
A basic overview of parliamentary procedure would be in order during this orientation.
Most association boards consist of 12 or fewer directors. According to Roberts Rules of Order, Newly Revised, 10th Edition, pages 470-471, small boards may use less formal parliamentary procedures.
Some particular distinctions are:
· Directors are not required to stand before speaking or obtain the floor before making motions.
· There is no limit on the number of times a member may speak in debate on a question. Motions to limit debate are not usually appropriate.
· Discussion of a matter is allowed BEFORE a motion is made.
· The president of the board (if acting as chairman) may speak in debate without rising, may make motions, and does vote on all questions unless there is a specific conflict of interest
Board members should be reminded of the basic rules of parliamentary procedure. Some of them are:
1. The rights of the organization supersede the rights of the individual members. Should a conflict arise between a member’s right to speak and the association’s right to do its business, the rights of the association prevail.
2. A quorum must be present to call the meeting to order and to conduct business. Check your by-laws for your quorum requirements.
3. One question at a time and one speaker at a time. Manners are the order of the day. Remember to bring yours to the meeting.
4. Personal remarks in debate are unacceptable, and the president should immediately (and forcefully, if necessary) rule them out of order.
There are two motions that board members historically misunderstand and, therefore, misuse:
Motion to Amend.
Amendments (1) insert a word or phrase, (2) strike out a word or phrase, or (3) strike out and insert a word or phrase. Amendments must be germane, or relevant, to the main motion. There can only be one primary amendment and one secondary amendment pending at the same time. Discussions on each motion to amend are restricted to the word or phrase being inserted or stricken. For instance, there may be a motion pending as follows:
That the association construct a shuffleboard court with the surplus in the maintenance fund.
A primary amendment is moved and seconded inserting the word “fenced” before “shuffleboard court”. During discussion, a secondary amendment is moved and seconded adding the phrase “in the southeast corner” after the words “shuffleboard court.” No further amendments can be made until these two amendments are perfected. Beginning with the secondary amendment, the chairman entertains discussion on the phrase “in the southeast corner.” No other discussion is relevant. After a vote on the secondary amendment, the primary amendment is considered, and the chairman entertains discussion on the word “fenced.” No other discussion is relevant. After a vote on the primary amendment, discussion on the newly amended main motion is appropriate.
Motion to Table.
Also known as “To Lay the Question on the Table” means that discussion is temporarily suspended so the board can take up a matter of urgent business. The chairman may ask the maker of this motion to state his reason, such as “laying aside this question temporarily will ensure adequate time to consider the next item on the agenda, which must be decided at this meeting.” This motion is frequently misused to kill the motion under discussion. If that is the intent, the chairman should rule this type of motion out of order. Perhaps the maker really means to move “To Withdraw” his motion or “To Postpone to a Certain Time,” which could be at the next meeting, or “To Postpone Indefinitely,” or “To Object to the Consideration of a Question.” Discussion on the item that is “Tabled” should be resumed before the end of the meeting (time permitting) by using the motion “To be Taken From the Table.”
A note to Secretaries:
Minutes record motions that are adopted, “lost,” or defeated, and items that are referred to a committee. Minutes are NOT a transcription of everything that was said at the meeting. Discussions of who said what are not appropriate in the minutes. There should be no need to pass around a draft to make sure everyone was quoted correctly. The only thing that needs to be correct are the motions! Minutes should be available within 24-48 hours after the meeting.
Be sure the result of the votes are recorded in the minutes; unanimous votes noted, majority votes noted with the dissenting votes named.
A final note for Presidents:
When calling the meeting to order, stand quietly, rap your gavel once. Do not pound the table. Once you determine a quorum is present, say “Good evening. A quorum is present, the meeting will come to order.” If the directors and residents do not quiet down, say it again, in a softer voice. Do not try to speak above the roar. At this point, you probably have the attention of the board members, so continue eye contact with them and start your business. The residents’ chatter will subside.
Points for the chairperson to remember:
1. You are responsible for ensuring that any discussion is relevant to the points on a meeting’s agenda. You must be willing to stop irrelevant discussions. This is not a time to be polite and afraid to interrupt. You will lose the respect (not to mention the attention) of the others present if you allow the irrelevant discussion to continue. If you cannot gain control of a loud participant, move for a recess or adjourn the meeting to another time.
2. A chairperson should repeat any motion proposed by those attending to ensure that everyone has heard and understood it. It is wise to have the secretary or the person taking minutes sitting beside you to help you restate the business at hand.
3. A chairperson can expel anyone who disrupts a meeting. Just because meetings are open to residents, does not mean that you have to allow an unruly resident to remain. Expel the member who carries a weapon or one who is unruly or threatening violence or who is obviously under the influence of drugs or alcohol.
4. A chairperson is responsible for summing up the discussion at the end of a meeting. Be sure that all agenda items have been taken care of before the meeting is adjourned. The secretary or person taking the minutes sitting next to you will be of enormous help in this instance.
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