Board Member Resignations

Suppose that during the middle of a board meeting a director stands up and says "I quit!". Immediately, the director leaves the meeting.  Does this constitute a resignation from the board of directors? And what if the director returns to the meeting minutes later and explains that he or she didn't really intend to resign, and now wants to return to the board of directors? Most community association bylaws require that board member resignations be in writing.  Further, Robert's Rules of Order suggests that resignations must be "accepted" by the remaining directors:

The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least there has been a reasonable opportunity for it to be accepted.

The acceptance is usually accomplished by a motion to accept the resignation, but recording the resignation in the minutes, without a motion or vote, is likely sufficient to accept the resignation. The act of recording the resignation in the meeting minutes may satisfy the "in writing" requirement.

But what if the resignation is oral, like in the hypothetical above?  If the resignation is never memorialized in writing and it is obvious that the director resigned, i.e. they don't attend the next board meeting, they cease communications with the board, etc., then the board is entitled fill the vacancy regardless of whether the resignation is in writing.

Back to the hypothetical. Let's assume the director who proclaimed they quit and left the meeting returns minutes later, before the board could act or even discuss the resignation.  In that case, it's not obvious that the director desired to abandoned their duties and resign, and the board has not acted or relied on the resignation. The oral resignation should be considered ineffective.

If a director formally resigns in writing, can that resignation be revoked? Generally, written resignations may not be revoked. This is especially true if the board has already appointed a replacement to fill the vacancy.  Oregon law, however, suggests that the board of directors may allow revocation of a resignation:

Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. (ORS Chapter 65.321(3)).

In other words, the board may exercise discretion to accept a revocation after a director has formally resigned.

Let's skip ahead and assume a resignation is effective and has not been revoked. This creates a vacancy on the board. The general process to follow is: the remaining directors vote to appoint a replacement to fill the vacancy. This can be done even if the vacancy has left less than a quorum of directors. The individual appointed then serves the remainder of the term.

As always, be sure to carefully review your Bylaws to determine if there are provisions governing resignations or the filling of vacancies.

Components of an Effective Board Meeting

Board meetings can easily turn into chaos. State law (in Oregon and Washington) and governing documents often provide guidance on running board meetings.  Parliamentary procedure, most importantly, should be used to keep order and allow the meeting to proceed efficiently. The following is a brief overview of the components which are necessary for an effective board meeting. 1. Starting the Meeting

Once quorum is present, the Chair should state “The meeting will come to order.”

2.  Parliamentary Procedures

The Board of Directors should use Robert’s Rules of Order to conduct its meetings.

3.  Order of Business

Sometimes called the "agenda", Robert's Rules uses the term "Order of Business."  Some association bylaws may dictate the agenda for board meetings.  Otherwise, use the following order of business:

A. Reading and Approval of Minutes (Following any corrections, the minutes should be approved, typically by unanimous consent)

B.  Reports of Officers, Boards and Standing Committees

C.  Unfinished Business

Sometimes incorrectly referred to as “Old Business”, this refers to questions that have been carried over from the previous meeting as a result of that meeting having been adjourned without completing its order of business.

D.  New Business

Following any unfinished business, the chair will ask “Is there any new business?”  Board members may introduce new items of business at this time.

4.  Quorum

Quorum is the number of individuals who must be present in order to conduct business.  Most bylaws require a majority of directors to be present in order to achieve quorum.  In the event there is not a quorum, the meeting cannot continue.

5.  Open Meetings Requirement

Washington and Oregon require homeowner association board meetings to be open to the membership. (ORS 94.640 / RCW 64.38.035)  All meetings of the board must be open to owners and properly noticed, except for emergency meetings.

6.  Motions

In formal settings, there should be no discussion without a motion. A motion is a formal proposal for the board to discuss and vote on a particular issue. Meetings should follow the same structure each time: motion, second, debate, vote. Here’s how it works:

A. Member makes the motion

B. Another member seconds the motion

C.  The presiding officer repeats the motion to ensure that everyone is discussing and voting on the same issue

D.  Member then debate or discuss the motion

E. The presiding officer “puts” the motion to a vote

F. The outcome of the vote is announced.

7. Executive Session

Executive session may be used to discuss sensitive or confidential topics.  During a normal, open board meeting, any board member may make a motion to convene in executive session. The minutes of the meeting should reflect the motion to convene in executive session. The board members then discuss the relevant issues in executive session.  Once the discussion is complete, the board reconvenes to the open meeting. If any motions or decisions need to be made, they are done so once the board has returned to the open meeting. There are no motions, and no voting, during the executive session.

A. Topics Allowed - Washington

1. Consideration of personnel matters;

2. Consultation with legal counsel or to consider communications with legal counsel, and discuss likely or pending litigation;

3. Matters involving possible violations of the governing documents of the association; and

4. Matters involving the possible liability of an owner to the association.

B. Topics Allowed - Oregon

1. Consultation with legal counsel;

2. Personnel matters, including salary negotiations and employee discipline;

3. Negotiation of contracts with third parties; and

4. Collection of unpaid assessments.

8. Meeting Minutes

The meeting minutes should include the following:

1. Type of Meeting (Special, Regular, Adjourned)
2. Name of the Association
3. Date and Time of the Meeting
4. Place of Meeting
5. Whether previous meeting minutes were approved
6. Separate paragraphs with name of person who makes motions and:
   1. All main motions and any amendments
   2. Whether the motion passed
   3. Names of those who voted in favor of the motion and the names of those who voted against the motion
7. Do NOT include:
   1. Name of person who seconded motion
   2. Remarks of guest speakers
   3. Motions which are withdrawn
   4. Personal opinions
8. Hour of adjournment

As always, talk to a qualified HOA or condominium lawyer for legal advice.

Recording Board Meetings

Audio or video recording of board meetings typically happens under two circumstances: 1) the secretary of the association records the meeting to assist with creating meeting minutes; and 2) an owner in the audience (without permission) records the meeting. Carefully consider any policy which allows the recording of board meetings. Directors are often less inclined to speak freely if the meeting is recorded. Recording for Meeting Minute Preparation

If the board records meetings for the purpose of creating meeting minutes, adopt a policy stating how long the recordings will be kept. At the expiration of that time period, destroy the recordings.

In most cases, however, there is no need to record board meetings for the purpose of creating minutes. Meeting minutes should contain the motions made, who seconded the motion, and whether the motion passed. Oregon law also requires to list which board members voted yes and which members voted no. Attempting to summarize the discussion or debate of the motion is not required, and generally not advised.

Owner Recording of Board Meetings

Oregon condominium and homeowner associations (and Washington homeowner associations) are required to allow owners to attend board meetings. Although many boards have an open forum for owners at the start or end of the board meeting, owners are not allowed to otherwise participate or vote at board meetings.

Under Robert’s Rules of Order, the board of directors is entitled to adopt rules of order or standing rules governing its meetings. If the board’s decision is to prohibit the recording of board meetings, simply adopt a policy stating that no audio or video recording is allowed.

In addition, ORS 165.540 prohibits the recording of any conversation unless all parties to the conversation are specifically informed. This statute can be used to prevent the secret or unauthorized recording of board meetings. If an owner continues to record a board meeting, the owner can be asked to leave the meeting once the board has adopted a policy.

Meeting Minutes (Not Hours)

Over the last decade, I've seen hundreds of board meeting minutes.  Some of these minutes are 20 pages long and contain a summary of everything each board member said during the course of the meeting.  Please, don't do this. [Click here for an example of what meeting minutes should look like: Sample Meeting Minutes]

Robert's Rules of Order (11th ed.) contain very specific guidelines on meeting minutes.  Minutes should reflect what was done at the meeting, not what was said by the members.

The content of the minutes should include:

1. the kind of meeting (special, board, annual)
2. name of the association, society, or assembly
3. date, time and place of the meeting
4. names of those in attendance
5. whether the minutes of the previous meeting were read and approved (as read or as corrected)
6. all main motions
7. the outcome of the motion (in Oregon, ORS 94 & ORS 100 require the minutes to reflect how each board member voted on the motion)
8. points of order
9. hour of adjournment

That's it!  With these guidelines in mind, most meeting minutes should not be more than a page or two. There are a couple of special considerations that each board can decide how to handle.

1. Committee Reports: in small board meetings where the substance of a committee report is given orally, you may summarize the report in the meeting minutes. In most cases, a committee will deliver a written report which can be noted in the minutes and then attached as an exhibit if necessary.
2. Guest Speakers: Robert's Rules states that the name and subject of a guest speaker may be given, but no effort should be made to summarize their remarks.
3. Secondary Motions: In some cases secondary motions (motion to recess, motion to suspend rules) may be recorded in the minutes if it is necessary to record them for the sake of clarity or completeness.