Robert's Rules for Condominiums and HOAs

Most community associations use parliamentary procedure to govern board and owner meetings. In the United States, the most popular form of parliamentary procedure is Robert’s Rules of Order. Complicated? Surely. But if you understand a few basics, you can learn how to run a civil and efficient meeting. Here’s the key to Robert’s Rules: 1) Motion 2) Second 3) Debate 4) Vote. The entire meeting should follow those steps.

First, a member of the assembly makes a motion. This is how business is brought before the group. Standing up and complaining, or voicing a concern, is not a motion and is “out of order.” Instead of standing up to complain about the state of disrepair of the clubhouse, I can make a motion. For example: “I move that we spend $2000 to repair the clubhouse.”

Next, another member of the assembly must second the motion. This simply ensures that at least one other member wishes to debate the motion. If a second is not received, the motion dies and a new motion may be entertained.

Now is the time to debate the motion. Members of the assembly take turns explaining why the assembly should vote for or against the motion.

Once the debate is closed, the assembly votes on the motion. Then the chair announces the outcome of the vote and a new motion may come before the assembly. The process repeats itself until a motion to adjourn the meeting is made.

To be sure, there are dozens of nuances and technical details. For example, during debate of a motion the maker of the motion speaks first, you alternate between those for the motion and those against the motion, those who haven’t spoken get precedence over those that have, etc., etc. Don’t get hung up on the technical aspects—-just remember: Motion, Second, Debate, Vote. That’s 99% of knowing Robert’s Rules.

Click here for a simple chart of parliamentarian motions: Motions Chart

Fractions and Votes Under Robert's Rules

Condominium and homeowner association documents contain many different voting requirements.  For example, the required number of votes to elect a director is usually different than the number of votes required to adopt an annual budget.

The math involved in determining voting requirements doesn’t usually have whole round numbers. Suppose a planned community has 173 lots.  The Bylaws require a quorum of 20% of the owners at the annual meeting.  The quorum requirement, then, is 34.6. But does 34.6 mean that 34 or 35 owners must be present in person or proxy?

The use of the term “majority” is often misunderstood.  Under Robert’s Rules, a majority means “more than half.”  (Occasionally, I hear people say that a majority is 50% plus 1.  This is an incorrect interpretation and results in a wrong voting threshold.) Let’s assume quorum is achieved and an issue arises requiring a majority vote. Blank ballots or abstentions aren’t counted. With that in mind:

If 19 votes are cast, a majority (more than 9.5) is 10

If 20 votes are cast, a majority (more than 10) is 11

If 21 votes are cast, a majority (more than 10.5) is 11

The term “majority” must be read in context. And with slightly different verbiage, “majority” may mean very different things.  Let’s assume there are 150 lot owners.  The Bylaws contain a 10% quorum requirement.  Out of the 150 lot owners, only 30 show up and only 25 of the 30 actually vote on the issue.  If the Bylaws simply require “a majority vote”, then only 13 votes are required.  But what if the Bylaws require “a majority of the members present”? In that case, 16 votes are required.  Here are some other examples commonly found in community association Bylaws:

“a majority of the entire membership” (76 votes required)

“2/3 of the members present” (20 votes required)

“2/3 of the entire membership” (100 votes required)

Many actions at owner meetings require a 2/3 vote.  Suppose the governing documents require the approval of a motion by a 2/3 vote of the members present in person or by proxy.  Under Robert’s Rules, you don’t round down:

If 30 votes are cast, a 2/3 vote is 20

If 31 votes are cast, a 2/3 vote is 21

If 32 votes are cast, a 2/3 vote is 22

If 33 votes are cast, a 2/3 vote is 22

In community associations where voting rights are tied to the square footage of a dwelling, matters are even more complicated. In short, read your documents carefully and do the math before the meeting!

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.

Robert's Rules & Small Boards

Robert’s Rules of Order is designed to keep control of large groups or assemblies.  Members must stand and be recognized by the chair, motions must be seconded,  and members may not speak out of turn.  However, sometimes that level of formality isn’t needed, especially when the assembly is a small number of board members. RRO contains special procedures that small boards may utilize. (Robert’s Rules of Order, Newly Revised, 11th Edition, Section 49)  A “small” board is 12 or fewer members.  Here are some of the informal procedures for small boards:

- Board members do not have to stand or be recognized by the chair in order to speak or make motions;

-Motions need not be seconded;

-A board member may speak any number of times on a question (not just two) and motions to close or limit debate are generally not permitted;

-A motion does not have to be pending in order to discuss a subject informally;

-Votes can be taken by a show of hands;

-If a proposal is perfectly clear to everyone it may be voted on even though no formal motion has been made;

-In putting a question to a vote, the chairman need not stand.

An additional exception to the formal rules is that “the chairman can participate and vote.”  However, in most community associations, the chairperson (an officer position) is also a member of the board of directors.  When a vote is taken all board members in a community association should vote—in fact, there is a fiduciary obligation to vote.  Thus, when the chairperson votes on an issue, he or she is voting in their capacity as a board member, not as an officer.

If your board desires to use the procedures for small boards, adopt a policy stating that board meetings will be conducted in accordance with Robert's Rules for small boards.

Robert's Rules for Small Boards

Robert’s Rules of Order is the most effective tool to ensure efficient, civil, and effective meetings. However, sometimes the formality of Robert’s Rules isn’t necessary. For small board meetings it may not make sense to follow (the sometimes tedious) formal parliamentary procedure. Under Robert’s Rules a “small” board is 12 individuals or less. Robert’s Rules recognizes that small boards may want to operate in a more relaxed and informal setting. Small boards may opt to use the “Informal Procedure for Small Boards” described in Robert’s Rules, 10th Ed., p. 469-71. Here are the key differences between the formal and informal procedures:

1. Board members do not have to stand or be recognized by the chair in order to speak or make motions.

2. Motions need not be seconded.

3. A board member may speak any number of times on a question, and motions to close or limit debate are generally not permitted.

4. A motion does not have to be pending in order to discuss a subject informally.

5. Votes can be taken initially by a show of hands.

6. If a proposal is perfectly clear to everyone it may be voted on even though no formal motion has been made.

7. In putting questions to a vote, the chairman need not stand.

8. The chairman can participate in debate just as any other board member.

So, for small and informal board meetings it may make sense to use the informal procedures. If a majority of the board agrees to “opt-in” to the small board procedures, reflect that in the minutes and proceed under the informal procedures.

Different Meanings of Majority

Condominium and homeowners association governing documents require certain association issues to be voted on. Depending on the specific issue, there may be a different voting threshold, or number of votes required for approval. Let's start with some basics. Robert's Rules of Order defines a "majority vote" as more than half of the votes cast, excluding blanks and abstentions. [RONR, 10th ed., 387)

A "super" majority is anything greater than half. However, avoid using the term "super majority," because that term may have different meanings. An amendment to your governing documents may require 75% approval by the owners. An increase in assessments may require 2/3rds of the owners to approve. Both are technically "super majorities", yet very different numbers.

You must look carefully at the language in your governing documents to understand how many votes are necessary. Here's a hypothetical:

There are 200 lots in the association. At the annual meeting 100 owners are in attendance in person or by proxy. 97 owners cast votes related to the approval of a special assessment, 3 owners abstain.

Depending on the language in your governing documents, the required votes could be very different. Here are some common voting requirements along with the votes necessary under our hypothetical:

1) "A majority of owners present in person or proxy at a meeting" = 51 2) "A majority of votes cast by owners present in person or proxy at a meeting" = 49 (remember, only 97 votes were "cast") 3) "A majority of all lot owners" = 101

Very small differences in the language results in very different outcomes. So, pay close attention to the language used in your governing documents, and make sure you know with certainty the voting thresholds before you take a vote!

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.