There are many ways to lose talented, knowledgeable and caring volunteer officers from the board of community associations:
Don't protect them from personal liability for the decisions they make by foregoing directors and officers liability insurance.
Don't advise them on the proper ways of conducting association business so that meetings drag on for hours and they unknowingly place themselves at risk.
Don't come to decisions thus creating second and third meetings on the same subject.
In today's litigious society, most volunteers are savvy enough to refuse to serve on a board without the personal protection of liability insurance. Many know that board members can be held liable for the decisions they make. With this in mind, I would like to offer the following tips on running regular board meetings:
(1) Keep the meeting open to all members of the association—it's required.
Members who are not on the board do not have the right to participate in the discussion unless expressly permitted by vote of the board.
Adopt your own rules in this regard, perhaps allowing public debate in timed increments.
Consider if you should have the floor open to the public in three-minute periods at the beginning and/or end of the agenda.
Make sure the chairperson keeps tight control over the proceeding to keep them moving. Allowing interruptions will just bog the meeting down.
(2) Encourage the secretary to take detailed minutes, which later can show the intent and purpose of the decisions.
Minutes do not have to be verbatim but should be complete enough to indicate what topics were discussed, what motions were made, who voted in favor, opposed or abstained, as well as the time of commencement and adjournment.
Remember, minutes may later be used in court as proof or defense of a claim.
(3) Stick to the agenda.
The president or chairperson should be efficient, fair and decisive in running the meeting.
The president or chairperson should focus on running the meeting and curtail extraneous discussions.
Make sure you keep discussions to the point, but allow that all opinions are heard.
Call for motions in proper fashion and maintain decorum.
Remember, operating in a businesslike, efficient behavior can curtail allegations of defamation, discrimination or improper conduct.
(4) Approve the minutes of the previous meeting, which should have been delivered to the directors prior to the meeting.
Make sure you correct inaccuracies or oversights before they are approved.
Remember, corrections that are voted on and approved in past minutes are to be written in the current meeting minutes… changes/corrections need not be made to past minutes.
(5) Seek the advice of outside experts to insure that you are making informed decisions.
It's the responsibility of the board member to know the details.
Be courteous to invited guests, such as lawyers, municipal officers, even insurance agents!
Listen to their presentations and reports and ask knowledgeable questions.
Don't expect them to stay for the entire meeting, decide what actions need to be taken by whom and by what date, then excuse them.
(6) Create committees to fully study a major decision or expense.
Discuss committee reports completely. Cases have been won against associations and individual board members for negligence, lack of judgment, waste of association assets, breach of fiduciary duty, improper assessments, failure to properly supervise property management companies and more.
In many instances, the case is won when it has been shown that the board acted against or in disregard of the advice of the experts.
(7) It is customary to have a motion to adjourn the meeting.
The bylaws as well as state statutes and regulations should be consulted about adjournment procedures.
Bylaws and rules vary, but usually an improperly adjourned or noticed meeting may be challenged requiring all decisions to be reintroduced and again put to a vote.
When in doubt, refer to "Roberts Rules of Order," standard parliamentary procedure for any business meeting.
Following the above hints should help make your meetings more efficient, organized and productive and help directors and officers avoid any potential claims.
Robert Barlow is the executive vice president of Brown & Brown Insurance in Washington, New Jersey, specializing in insuring community associations.