How to Run HOA Meetings That Build Trust, Not Tension

The fastest way to damage trust and delay or derail association operations is to conduct meetings that feel chaotic, secretive, or unsafe. In this episode of Take It To The Board, host Donna DiMaggio Berger is joined by producer Claude Jennings as she walks listeners through the practical mechanics of conducting effective board, committee, and membership meetings. Important takeaways include: starting and ending on time; choosing the right person to chair the meeting; sticking to a clear agenda; and setting expectations that respect people’s time.
 
 Donna also discusses the issues that usually spark drama: refusing to address the elephant in the room, letting misinformation spread, and trying to “translate” technical reports when professional advisors should present that information. Whether you’re dealing with amendments, engineering reports, covenant enforcement or maintenance/improvement projects, Donna explains why your best safety net is bringing the appropriate expert into the room and why the most powerful words can sometimes be, “I don’t know, I’ll follow up.” For virtual and hybrid HOA meetings, she covers tech checks, naming expectations for owner devices, whether chat should be disabled, and how meeting recordings can shape your community’s reputation and even property values.
 
 Then Donna tackles the harder cases: what counts as a de facto meeting when a quorum of directors discuss association business outside a duly noticed meeting, when closed meetings are permissible and how to respond when meetings go off the rails. You’ll learn the concrete strategies to employ such as participation rules, civility codes, and even police presence as needed.

Conversation Highlights:

• Setting realistic meeting times
• Preparing remarks on tough topics
• Addressing the elephant in the room and correcting misinformation calmly
• Avoiding “playing expert” and bringing in engineers, accountants, lawyers when needed
• Running Zoom and hybrid meetings with clear guardrails on chat, cameras, and recordings
• Understanding de facto meetings when a quorum talks business informally
• Knowing when closed meetings are allowed and why notice still matters
• Using owner participation rules, civility codes, and defined scope of authority for committees to prevent derailment

Related Links:

• Podcast: Mind Your Manners: Restoring Respect in Condo, Cooperative and HOA Communities
• Podcast: A Board Members’ Guide to Unexpected Issues – Your Questions Answered
• Article: Maintaining Order—Managing Conflict in Community Associations

Transcript

Why Meetings Set The Tone

SPEAKER_02 0:02

Hi everyone, I'm Attorney Donna DiMaggio Berger, and this is Take It to the Board, where we speak condo and HOA. In today's episode, I want to talk about how to run effective meetings, all types of meetings. Board meetings, committee meetings, membership meetings. All these meetings have one thing in common. People supposedly gathering to discuss association business, although sometimes the conversations can digress significantly from the agenda items. Some meetings are productive, some are boring, and sadly some can be hostile or scary. But it's important to remember that meetings are where important decisions are made, conflicts are addressed, and communities are shaped, so learning how to hold effective meetings is crucial. The bottom line is that the way you conduct your meetings is a reflection of your leadership. The tone of your meeting signals whether a community is organized or chaotic, transparent or opaque, functional or fractured. When meetings are done right, they build trust, they dispel toxicity, they create momentum, and they move your community forward. So, Claude, I've got my producer here for Take It to the Board. Thanks again for joining me on a solo episode.

SPEAKER_00 1:13

Absolutely. And I've said this before, Donna. When you dive into issues uh deep with your guests, it's always wonderful. But when you get a chance to kind of share, you know, your expertise with uh the audience, I think that those are really, really good episodes. So I'm looking forward to this one, especially about meetings, because sometimes meetings can be a pet peeve of mine. And so I'm looking forward to your expertise on how to run an effective meeting.

SPEAKER_02 1:36

Oh boy. Okay, no pressure. Well, let me start at the outset. Claude, have you attended any board meetings or membership meetings in your community?

SPEAKER_00 1:43

No, I have not. However, my wife has attended several. She's attended several meetings, and she always comes back home with I didn't know there was so much drama going on. That has nothing to do with the neighborhood, just the dynamics of the people in the meeting, actually.

SPEAKER_02 1:57

Oh, well, we're gonna cover that today. And you may want, after this episode is released, maybe. I don't know if your wife's ever listened to an episode, but this might be one she wants to listen to.

SPEAKER_00 2:06

There you go. I'll make sure that she does. So let's start in the

Start On Time And Set Expectations

SPEAKER_00 2:10

beginning. Which part of how to host an effective meeting do you want to tackle first?

SPEAKER_02 2:13

Well, let me start by going over some general meeting protocol, and then I'm gonna dive into some more specific um topics and issues. And again, I'm going to focus a lot, Claude, on Florida law, but I'm gonna try to make this episode as broad as possible because as you know, we've got people listening in all 50 states and other parts of the world. So, what do I think is effective meeting protocol? I think at the outset, you have to set reasonable expectations, both on the part of your board members and your residents who are attending. I think it's crucial to set a start time. By the way, the start time, start on time. If you tell people that your board meeting is starting at 6 p.m., that doesn't mean that you start at 6 45. Start on time. Set the time uh for a reasonable time. If you have a lot of working people in your community, don't set the start time and even the date and time for the meeting on a Tuesday at 2 o'clock in the afternoon. That means you are making it impossible for a significant percentage of your residents to come out and attend the board meeting. It's look, I understand and I emphasize that some boards are are actually traumatized, Claude. They've been through horrible meetings, right? So they're not really looking to generate a lot of participation in their meetings. For them, a good meeting is one where nobody shows up. But as I said at the outset, that is not a reflection of good leadership. Sound leadership is you want your people to hear what the board's doing, to see the decisions that you're making. And to do that, you need to set your meetings, your board meetings, at a date and a time where people can actually attend. So start on time, end on time. Okay, respect people's lives. So don't let it go out of control. You need to have a strong chair. Pick your chair of the meeting purposefully. It doesn't always need to be the president unless your governing documents say that. And by the way, when you do a document rewrite project, I always suggest building in flexibility. If you have very inflexible governing documents that tell you that you must have this agenda and you must have this chairperson, and you must do the meeting on this, you know, third Tuesday of the month at 5 p.m., that may not work. That may have worked three decades ago when the governing documents were created. It may not work now. So when you're going through your governing document rewrite project, think about that. Make sure you you bake in some flexibility. Uh and again, your board president may be amazing, but that doesn't mean that you're that board president is the right person to chair a meeting if they can't keep a meeting on track. Um, some other advice distribute materials in advance. You know, in Florida, we now have requirements, legal requirements, that if a uh contract is going to be considered, that the contract be distributed with the notice. This may be true in other jurisdictions, but I always think it's a good idea to distribute some materials in advance. By the way, make sure you distribute materials to your board members in advance so they can get prepared. There's often some homework that directors can do, Claude, before a meeting. And if they've done their homework and they show up prepared, the meeting is just going to flow much, much better. If you're handling a very delicate or controversial topic, special assessments, for example, why do we need them? Don't show up unprepared.

Prepare For Controversial Decisions

SPEAKER_02 5:43

For some board members, it makes sense to use scripts or prepared remarks for difficult topics. You know I've said on this podcast more than once that there are severe limitations to using artificial intelligence for board members, managers, and even residents. So people have jumped on the artificial intelligence bandwagon. There's things that are great and make your lives easier when you do so. But if you're using Chat GPT to substitute expertise, it's not going to work. But in this instance, I think it might be a great idea to use Chat GPT to say, I'm having a board meeting. We have to discuss special assessments. Can you prepare some polished remarks for me to use to present to the Velper show?

SPEAKER_00 6:24

You know what's interesting too, uh, too, uh, for me is that usually you'll use those prompts and Chat GPT or some of these AI tools will give you um, you know, exactly what you're asking for, but it also prompts your thinking. And it might actually help you like, you know what, I like these thoughts, but oh, I forgot I should probably talk about this as well. It can act as an aid. And uh, Donna, when it comes to that, uh, have you ever found that sometimes there are these difficult topics and the board um just doesn't even address it or will address this next time and not even mention it, that can throw your whole board meeting and you can lose credibility with the members. If there's if there's the elephant in the room and you choose not to discuss it, that's to me is just not an option for an effective meeting.

SPEAKER_02 7:06

Oh, I I couldn't agree more. I mean, it's like hide the ball and you don't want to do that with your members. When you start doing that, when you start hiding from your members, either because you're not holding enough meetings, you're holding that them at inopportune times, or as you say, Claude, you're not addressing the elephant in the room. If there's something huge going on, let's say you have construction going up next door, and people want to know what's going up next door. Is it gonna bring more traffic to the area? What are we gonna do with regard to noise and debris and parking and everything else? And your board's just not willing to address that. That's an issue. And by the way, that's when your members go into the governing documents, they find out what percentage is needed to petition the board to put an item on an agenda. And now you're, you know, now you're on the path to either possible recall or you're just on the path to being people being generally unhappy in the community. So I think it's a re it's a really strong point you've made.

Let Experts Speak For Themselves

SPEAKER_02 8:08

I think you also need to keep explanation simple and transparent at board meetings. Like you said, saying we're not going to address it is one side of the spectrum. The other side of the spectrum is getting overly technical. And I cannot say this strongly enough, Claude. Boards need to resist the temptation to be the translator on highly technical issues, whether it's accounting, financial, legal, engineering. I don't know why some boards do this. I don't know if it's uh pride or fear or what's driving this, but boards need safety nets, and your safety net is hiring the correct professionals to surround you and support you, whatever the challenge may be. If, for instance, in Florida, if you're dealing with a milestone inspection, but this is true anywhere in the country, you've had an engineer come out and they're looking at your building, they're looking at your community, they're looking at your clubhouse, and they've generated a report. I would urge my boards not to sit there and try to summarize the report and say the building's fine and this is okay. This is where you get that engineer out, or you get that reserve specialist out who prepared the reserve study. Or if it's an attorney who is given an opinion and you're okay with discussing this, because that's a whole other issue regarding attorney client privilege. But whatever it may be, have the proper expert address your community at that board meeting. Do not put yourself in the position of having to play lawyer, play engineer, play architect, play accountant. And this holds true for managers too. Sometimes pressure is put on managers to try to summarize reports and maybe save money, not having the experts come out. I would really urge boards to resist that that urge.

SPEAKER_00 9:49

100%, because it takes the pressure off of you. Because as much as you may understand what the expert said yourself or the board got a briefing, you also aren't the expert. There will be someone there with the question that you cannot answer. And it's better, like I said, just to have the expert there to be able to answer it because you aren't the you don't you don't know the ins and outs of it. And it would be better just to kind of have them there to speak on their expertise.

SPEAKER_02 10:13

That's your safety net. You're not walking on the high wire alone with nothing below you. I I would also say, I have to add that there are a lot of retired professionals serving on community association boards, people who had amazing careers in different industries. So if you are an engineer who helped build Grand Central Station in New York City, that's amazing. That does not mean that you should be sitting on your Florida condominium board and discussing in great length the latest engineering report. That is where you use your expertise to talk with the engineer that you that the association has hired to produce that report. So we do see that. And we see that a lot with lawyers, okay? Oh, we've we've got Sue on the board. And she was yes, but she was a personal injury attorney in New Jersey, and we're talking about very specific laws down here in Florida related to shared ownership community. So that's something that I always try to urge boards to take into account. Use the proper professionals at your board meetings. Don't be afraid to have them come out. And as a matter of fact, having those people come out can be a really great cushion for the board. I I didn't say this in the introduction, Claude, because I know we've talked about this, and you know how many meetings I've attended on behalf of our clients, my clients. But I've also I served on my HOA board. So I had to attend a bunch of meetings, and I live in an HOA and previously lived in the condo, so I've attended those meetings as a resident as well. Um, so you know it's a whole, it's a whole different perspective. I would say go to meetings, by the way. That's important for everybody listening. For everybody listening. So what are some of the things that including me, by the way?

SPEAKER_00 11:53

Including me, by the way. Anything else.

SPEAKER_02 11:55

Well, you've I see you're using the missus as your proxy, but that's okay. Whatever works for you guys. Um, so what are some of the other just overall uh protocols I'd like to talk about? Um, don't get into arguments, but don't let misinformation go unchecked. So at a lot of these meetings, whether it's a board meeting, a membership meeting, a committee meeting, somebody's gonna pop up and say something that's completely false. They may not be doing it because they want to make a false statement, but they are spreading misinformation at that meeting. Um, I know some for some people, the instinct is to not engage, avoid conflict, but you cannot allow misinformation to go unchecked at a meeting. So that would be another just overarching uh suggestion I would make is don't let misinformation go unchecked, correct it calmly. By the way, being calm is my overall number one. Of course, we're gonna talk a little bit later about truly problematic meetings. And obviously, if somebody shows up with a weapon or makes a threatening statement, calmness goes out the door naturally, and that's where you immediately adjourn and contact law enforcement. But we'll we'll get into those. Let's hope that let's hope our listeners are not engaging in in those kind of meetings on a regular basis.

SPEAKER_00 13:12

Under under that um misinformation piece, too, almost like as as a as a sub, if if I could ask you about this, making sure that you kind of stick kind of to what the to the topic at hand and not allow uh not necessarily misinformation, but community gossip to start in in the meetings. Like uh we're talking about community business, not community gossip. We're not talking about the person who lives three blocks down and you don't like the way that they do this or that. Like let's let's stick to the business at hand and not because I can imagine sometimes these meetings can get filled with personal information and gossip that's not necessarily uh important to what's

Agendas That Prevent Gossip Spirals

SPEAKER_00 13:46

at hand.

SPEAKER_02 13:46

I think you have funded meetings, Claude. Because you're describing a lot of meetings. So what you're talking about really is agenda. So stick to an agenda, but this is where some boards make mistakes and managers because they add an open forum or a new business, a new business agenda item. So if you have an agenda item that's just completely open, Claude, maybe I want to show up and I do want to talk about my next door neighbor parking in my driveway. It's new business for me, it's new business for you. Um, you said open forum. So you've got to be careful. Again, go back and check your governing documents because some governing documents do require a new business or a QA or an open forum question, uh, agenda item. And you may want to change that. Now, again, Florida specific, Florida legislature changed the law to say that for condominiums, you have to allow four times a year people. Well, first of all, you have to have meetings four times a year, and residents have to be allowed to ask questions about construction, uh issues, structural integrity of the building, perhaps violations, certain things. I won't get too deep into Florida law on this, but check your jurisdiction. You may need at times to answer questions, but that doesn't mean you have to answer gossip. So the legislature did the Florida legislature did not make this a free-for-all. The other thing I would say it's important for directors and managers to feel confident and comfortable saying, I don't know to a question. And this is true for lawyers too and other professionals. I had to learn that over time. If you don't absolutely know the answer to a question, don't attempt to answer it in an open forum where somebody may be taping you. You know, in Florida, owners are allowed to tape record meetings. So if don't just, you know, shoot from the hip. If you don't know something, if somebody has raised a question or a topic or an issue and you are not absolutely certain, say, you know what, I don't have an answer for you today. We will put that on the agenda for next meeting, and I should have an answer for you by then.

SPEAKER_01 15:58

Absolutely.

SPEAKER_02 15:59

And then follow up. Don't say you're gonna put it on the meeting agenda next time and then you know, never circle back. I would say with the minutes. So people get very into it with the minutes. Right? I want to look at the minutes. The minutes need to be factual, but they're not a court transcript. You do not need to record again, just dovetailing with your gossip issue. We don't want minutes reflecting all the nasty things that were said about Mrs. Rodriguez. Okay. We don't need to see that. The minutes should reflect, you know, what type of meeting it was, when it started, that a quorum was established, uh, any motions made, motions seconded, motions carried the contents of those of those decisions, and that's basically it. And when you adjourned, or if you recessed to be reconvened later. But to actually start putting in there, you know, some people will stand up clawing and say, I want this on the record. There's no requirement that whoever is taking the minutes, which is typically the secretary of the association, but sometimes it can be the um manager, that you have to comply with that. I want this on the record. Let's talk about other just principles of good of good governance when it comes to running meetings. If

Hybrid Meetings And Recording Risks

SPEAKER_02 17:13

you're going to be using Zoom, like we are right now, uh, you're gonna want to test your Zoom and AV ahead of time. Okay, the last thing you want to do is have a meeting set up. You've got some people that are gonna be enjoying joining virtually by Zoom or Teams or whatever you're using. You haven't checked anything, you haven't checked speakers, you can't see it. That's where the frustration starts growing, Claude. So test your Zoom and AV ahead of time. Make sure everyone can hear and be heard. Also, you know, meetings are open to members. So if you're concerned about that, make sure you tell people ahead of time that when you're logging on with your device, if it says iPad user 16, who is that? You name your device with your name so we know. I have a lot of clients that want the cameras turned on so people can see who's in the room. Now, if you have 20 people in the room and 10 of whom don't live in the community, that could be a problem. So work these things out ahead of time. Also, a big one. Figure out if you want to have a chat feature. I normally say don't. I've had some experience where they have had an architect or an accountant or even a lawyer on, and all of a sudden that person is giving a presentation and the chat is just popping off. This he's lying, he doesn't know what he's saying.

SPEAKER_01 18:35

I mean, it's just not good.

SPEAKER_02 18:36

No, it's not it's it's not what you want to see happen. So, and in Florida, again, there are specific Florida-specific um laws that say that you have to maintain recordings and you have to um make them available for inspection. So you need to know about all those things. This is why it's become more important than ever. You do not want these recorded meetings, which are now subject in Florida to inspection by owners, to get out there showing that your community is completely dysfunctional because you know what that does, Claude?

SPEAKER_00 19:10

Nobody wants to move there.

SPEAKER_02 19:12

Yes, nobody wants to move there. And it does have a real real-world impact on the property value in your community. Sure. So you may think that it's a real pain in the butt to hold these meetings, prepare for these meetings, undertake rigorous preparation and control. But at the end of the day, this is one of the most important things you can do to not only protect the real property value in your community, but enhance it.

SPEAKER_00 19:40

Sure. Oh, absolutely. I bet.

SPEAKER_02 19:42

So

When Casual Chats Become Meetings

SPEAKER_02 19:43

I want to talk about first of all, what is a meeting, right? What what actually is a meeting? Well, in again, in Florida, a meeting is anytime you have a quorum of the board members together and discussing association business. So let's say you have a five-member board. If three of your directors are together and it is addressing association business, that is going to be considered a de facto meeting under Florida law, which means it should have been noticed and it should have been open to the members, unless it was a closed meeting. And there's only two specific reasons to close a meeting in Florida.

SPEAKER_00 20:19

Okay, but before we get to the closed meeting, so this this could happen anywhere, not necessarily at the clubhouse. It could happen at the pool or at the at the clubhouse on the golf course or something like that. That can become a meeting.

SPEAKER_02 20:30

It could. So let's say you were playing a rigorous game of pickleball, and afterwards your three of five board members were off to the side, they were drinking some water, and they start talking about association business, who they're going to hire to do the landscaping, what have you. Somebody comes along and witnesses this. Yes, that's a de facto board meeting that so your board members, you know, it it really does get challenging, Claude, because you want your boards to function well. You know, one of the hallmarks of a highly functioning community is that the board members, even though they may not agree on every single item, they get along. They respect each other. And the good way to respect each other and to get along is to spend time together, right? Get to know each other. So if you're at the pool or you're playing pickleball together, or you're going out to dinner, that's those are all bonding experiences. But again, you have to be mindful that's something you do to bond, not necessarily to discuss association business and make important association decisions outside of the earshot of your members.

SPEAKER_00 21:35

Right. Okay. All right. No, so if if there aren't any members around, does it does it constitute as a meeting?

SPEAKER_02 21:41

That's like asking the question if a tree falls in the forest and no one hears it, yes, it would still say yes. To your point, it could happen and it does happen, and nobody knows about it. Although I will tell you, this is a really good point you just brought up. If a board shows up to a meeting and they're talking about something significant. Like a roofing project, hiring or firing, whatever it may be. And there's no deliberation amongst the board members. They're all just, if I make a motion and done, it is obvious to your members that your board has discussed all of these items outside without outside of a meeting. So there needs to be a deliberative process at a board meeting where they hear you've got five members and they hear what Joe has to say about this topic. And then Sue may, you know, cut in and say she's not okay with this, she needs clarification. That's the whole point of the meeting. Your members want to see the deliberations amongst the board members. They want to see the different points. If you show up, when I mentioned a few minutes ago about being prepared, I meant doing your homework in terms of if you were, you know, considering a new landscaping or pool company or management company, that you've done your homework, you've got some data. Not that you've engaged in complete deriv deliberation where you've all polled each other and you know exactly how you're going to vote on something.

SPEAKER_00 23:04

Right, right, right.

Closed Sessions And Committee Rules

SPEAKER_00 23:06

Okay. And then you had mentioned um closed meetings. Uh dive into that a little bit.

SPEAKER_02 23:10

So again in Florida, and this may be true in other jurisdictions, uh, you can hold a closed board meeting. Um, and you can hold closed committee meetings as well. In a closed board meeting, it in Florida at least, it's for two purposes. One is your meeting with counsel, with legal counsel, and you're discussing proposed or pending litigation. You still have to notice a closed meeting. You have to post a notice that a closed meeting is taking place and the date in the venue, but you can close it to owners. Um, this does not mean, Claude, that you can invite me to come to a meeting and we're not talking at all about litigation. We're talking about a bunch of other boards talking about a bunch of other stuff, and I'm just sitting there. It also does not mean that you have me or one of my colleagues at a meeting and we talk for 15 minutes about litigation, and then you launch into a two-hour discussion on other topics. So you may have to bifurcate a meeting where you have it closed for that portion, and then you open it up or vice versa. Okay. And then the other purpose, the other uh topic that would allow a board in Florida at least to close a meeting would be if they're discussing um personnel issues. So again, if they're going to talk about uh an employee's uh continued employment with the association or their monetary compensation, anything like that, and maybe discipline, maybe a progressive discipline conversation, you can close those. Again, you're going to need to post notice that at least a closed meeting is taking place. One issue that comes up a lot is okay, we did a closed meeting, Claude. Now, do we still need to take minutes and keep those minutes? That's a question for legal counsel. I, you know, any of my clients listening will know my my recommendation is typically, again, not a transcript. And if it's a closed meeting, if you need the meet, if you need those minutes as a launching point for other action, perhaps. But I think this is one area where you really need to get a legal opinion as to whether or not closed meetings should have meeting minutes and what you do with those meeting minutes. I mentioned committees. Committees in Florida, any committee in Florida that is a budget committee or a committee that takes final action, those are treated like board meetings in terms of transparency. Those have to be open. But other committee meetings can be closed if the bylaws of a Florida corporation allows them to be closed. So just something to just something to think about. I did

Board Meetings Versus Member Votes

SPEAKER_02 25:45

want to talk about the difference between board membership meetings, just very basically, Claude. Because a lot of people use the word meeting. There's a big difference. So a board meeting is where the board takes action. And a quorum at a board meeting is established by a quorum of the directors being present. So at a board meeting, members don't vote. So sometimes I will get a manager or a board member to say, well, we're gonna ask the members to vote on that amendment at our upcoming board meeting. No, you're not. You're gonna ask the members to vote at that item at a special membership meeting, or if they want to, you know, tuck it into as an agenda item on an annual uh membership meeting agenda. But board meetings are where boards take action and where a quorum is established by um a percentage of the directors being present. A membership meeting is where the members take action and where a quorum is established by the presence of the members in person or by proxy. So, what are some typical things that members vote on? Well, they'll vote on the election of directors, they'll vote on material um alterations, they'll vote on amendments, they may vote on acquisition of real property by the association. There's a number of things that that members would vote on. That doesn't mean that a board sits mutely at a membership meeting. The board still has a role to play and they still present reports and their ideas, but it's just important to know, you know, for instance, even the motion to adjourn a membership meeting would be a motion from the floor. Do I have a motion where the member would say I make a motion as opposed to a board member? These are just little nuances that sometimes people get tripped up on. Um, and if you know them, it makes it easier.

SPEAKER_00 27:30

Sure, for sure. Can board members um just decide not to vote at all?

SPEAKER_02 27:34

I've seen that. And um the answer is no, they should be voting unless they have a legitimate conflict of interest. Just to say I'm gonna abstain from voting because I don't like this topic or I don't want to be unpopular, so I'm gonna take no stance. If that's the way a director feels, then my suggestion is don't serve on the board. Because one of the toughest things that a director has to do, but it is so crucial to fulfilling your fiduciary duty, is you have to make unpopular decisions at times, if it's in the best interest of the association. So that being for I'll give you an example. You could have a chronic delinquent owner in the community. And if there is an acceleration of assessment clause in your governing documents, then your board can vote to accelerate the assessments for that chronic delinquent owner for the remainder of the year. Now, it may be that that chronic delinquent owner is, you know, Sue's best friend. So Sue says, I'm gonna abstain. That's not a legitimate conflict of interest. Okay. It may be a moral conflict, it may be challenging, um, but it's not a legal conflict of interest. So you have to make the tough decisions. Uh in some jurisdictions, uh if you won't vote, it's treated as a yes vote. Sometimes in other jurisdictions, if a board member doesn't vote, it's treated as a no vote or yes up. You need to check your your own jurisdiction to determine what a director just sitting there and being present and not voting, what that constitutes under your state laws. But again, you know, I would say if you agree to serve on the board, that means you have to vote. Now, if you have a legitimate conflict of interest, which is typically tied to a director receiving monetary compensation in connection with the item being voted upon, then yeah, you absolutely have to abstain.

SPEAKER_00 29:22

Now, one

Safety Plans For Hostile Meetings

SPEAKER_00 29:23

thing, Donna, so suppose you're listening to this podcast and you're on like the end of uh board meetings that's like really dysfunctional and you want to turn things around. Aside from sending everybody on the board and in the community and all the members, this podcast, which you should do, um, what are some things you think are some good first steps to kind of go ahead and make some of these meetings a little more healthy? I mean, there's the stuff that we talked about.

SPEAKER_02 29:49

I mean, but sometimes it can be hard to change the culture around um in group and so to your first question, Claude, if the if the if the meetings are completely gone off the rails, you've got people screaming and yelling, you have to immediately maintain, try to regain some control. Sometimes that's not possible. I will tell you that I um years ago I attended a transition meeting, which is the transition from developer control. This is a HOA, a smaller HOA, and it was transitioning from developer control to the board. I mean to the unit owners. They were gonna comprise the new board of directors. And what came up uh at that meeting, it was actually the organizational meeting after the election, where the new uh board of comprised solely of unit owners was seated, and they started immediately talking about suing the developer for construction defense. Well, the developer was still it was an individual, it was not a big company, he had built this community, he was still in the audience. Yeah, so he stood up and said, I will be going to my home, getting a gun, and coming back and killing all of you. Whoa, yeah. At that point, there was no ability to regain control. The meeting was like immediately adjourned, law enforcement was called, they came out, and that was that. So it's always, always safety first. So if there's anything going off the rails where anybody feels threatened, there's any sort of suspicion that this is going to get violent, then you need to immediately shut down and you'll reschedule. Now, when you reschedule, you gotta learn your lesson, right? Um, some people will say, well, we need to get a restraining order against that person from coming back. That's not so easy. Again, check with counsel in your jurisdiction, but typically getting a restraining order will require at least two incidences in Florida of previous physical uh assaults or threats. So just being bad at one meeting is not going to cut it to get a restraining order to prevent that person from coming to the next meeting. My recommendation is if you have any of these things issue uh occur, get an off-duty police officer to attend your meeting. I normally don't recommend, Claude, that in communities that have security guards to use a guard that actually serves your community because it's not the same. You know, the person who has been creating the problem may feel entirely comfortable with John, the security guard. Okay. So get an off-duty police officer. In communities where they have had the worst problems with potential the potential for physical violence, they've only had to have an officer there for one or two meetings, and that normally cures the problem. I am always shocked at boards that know they have a big problem with this problem, and they don't take that extra step. It's not that, it is not that expensive, okay? It's money well spent, and it sends a real clear message that you are not going to put up with that kind of talk, violence, anything that's going to prevent the business of the association from being done in an orderly fashion. It's really, really significant. But you asked what happens if it's kind of going off the wheels. Sometimes, again, if you had a attorney there, they can kind of calm it down. We can kind of do a reset. Um, I think having people with experience there can really help. I have been able to reset a lot of meetings and redirect where I can see we're going off the rails, where we may say, look, that's gonna that's gonna require a more complicated, lengthy uh answer. Why don't we just put that towards the end? Or I'm willing to stay after to talk to you about that. But let's talk about rules. Do you have a rule before you need a rule? Absolutely. You should have a meeting participation rule. Um, in Florida and many other jurisdictions, boards can limit the amount of time somebody can talk. So you can't have somebody, you can't have somebody filibustering for 45 minutes with a question. And by the way, Claude, this should apply to board members as well.

SPEAKER_01 33:53

Right.

SPEAKER_02 33:54

That they should not be able to control at board meetings and filibusters. So have a rule. Work with counsel and your management team to have a reasonable rule that fits within your jurisdiction's legal criteria for rules. Okay, you can't say you can talk for 40 seconds and that's it. So make sure the rule is will be um enforceable once you make it. But then when you do it, make sure you enforce it. And when you enforce it, make sure you're enforcing it consistently and uniformly. You're not picking and choosing who you want to enforce that that meeting participation rule against. In Florida, people can videotape meetings. Now, why is it important to have a rule about meeting participation and videotaping? Well, where is that where's that video gonna go up? And what is disclosed at your meeting that you would maybe not want to be on YouTube or any other public open online forum? I have been at meetings where they do a roll call at the beginning of the meeting. And sometimes they will say, or that, you know, Claude's gone for the next two weeks. He's off in Europe having a good time, right? Or you may be on the board and you may disclose, I'm not gonna make the next meeting, I'm gonna be out of town. So, what does that do? That kind of lets people know that you're gonna be gone. Maybe your house will be vacant. So there's security issues that you need to think about too. So again, you need to map out some reasonable guardrails, create some reasonable guardrails around meetings and participation. If you have an owner civility code, this is where you can put in that owner civility code the kind of decorum you want to see at meetings, whether it's a committee meeting, a board meeting, or a membership meeting, no profanity, no threats of physical violence. How about no bringing a weaponry of any kind or firearms into a meeting?

SPEAKER_00 35:49

Even though people may think, oh, that goes without saying. No, it doesn't. It does not go without saying. It needs to be written down. It needs to be the end, yeah.

SPEAKER_02 35:57

Claude, I used to think we didn't need rules about uh public nudity. And then I started I started down this path of association counsel, and I've been contacted over the years by uh clients saying that you know Mr. Smith is in the uh gym completely naked on the exercise bike.

SPEAKER_00 36:16

Wow.

SPEAKER_02 36:17

We don't have a rule that you need to be fully clothed. Um but yeah, so so what same thing within the pool. So you're right. I mean, you do need to think about it. And in those states where you have like Florida, where you have open carry, um, you need to talk to counsel. Okay, but there may be open carry, but does that mean that someone can openly carry weapons into a into a meeting? I mean, think about the chilling impact if you have arguing with somebody, or you're foreclosing on somebody, and they walk into your board or membership meeting fully armed, open, you can see it. What kind of chilling impact is that gonna have?

SPEAKER_00 36:57

Wow. That's right. That's correct. So as we continue to move forward with um with the show, Donna, when we talk about uh meetings, uh venues and times and things like that, um dive into that a little

Venue Choices That Avoid Legal Gaps

SPEAKER_00 37:08

bit.

SPEAKER_02 37:08

Yeah, I mean I I spoke a little bit about it a few minutes ago, which is read the room, right? And by that I mean who's living in your community? Do you have a mostly retired community? Because if that's the case, you may be able to do a day meeting is better, is preferred, or early morning meeting is preferred over a late evening meeting. Um, in Florida, for people living in homeowners' associations, at the request of any disabled owner, you need to make the meeting venue somewhere where somebody disabled can easily enter the room and attend that meeting. So if you're holding meetings and you're a two-story building with no elevator and you're holding your meeting on the second floor in Florida, that's going to be that could be an issue. Uh, you need to be mindful of that. We've got a lot of people now that are doing virtual meetings, Claude. They're doing hybrid meetings where you there's a physical location and there's an uh electronic location. I would say this again, don't just go with your gut instinct or your first choice. Reach out to counsel to make sure the venue for that meeting is acceptable. I'll give you a classic example. If your board is going to pass a $10,000 per unit special assessment clause, you want to make sure you don't leave any loopholes for people to say, I'm not paying that assessment, right? And one of those loopholes could be you only did that meeting virtually. And not every one of your members could attend that meeting to give input about that $10,000 per unit special assessment. So this is where you really want to ahead of time make sure that the meeting venue is appropriate for what your board is attempting to do at that meeting.

unknown 38:48

All right.

SPEAKER_02 38:49

I mean, the goal is to be inclusive, but the goal is also why are you having a meeting? You're having a meeting to do the business of the association. And if that's the case, you don't want to make any missteps that are gonna unravel what you've taken the time to do at that meeting.

SPEAKER_00 39:05

Right. No, absolutely. You worked this hard to do it as you've got it's got it's enough work and drama as it is. There's no reason to create more just because you didn't check all the all the boxes. Um, so any anything else that you want to cover that we didn't get a chance to get to?

Committees Without Shadow Boards

SPEAKER_02 39:20

Well, there's a few things. So I want to talk about committees very, very briefly. You know, one of our most popular episodes, most downloaded episode, remains Ken Director's episode on committees, which he originally said, he originally said to me, Oh, this is I don't know about this topic when I mentioned it. I said, no, it's gonna be a great topic. So, you know, maybe we'll put that in the show notes too, so people can re-listen. Because Ken and I really delved in depth into committee issues. I will say this overall, the purpose of committees is to lighten the board board's load. Let me just redo that. We're gonna add it here. I would say overall that the purpose of having committees is to lighten the board's load. It's not to create a second layer of confusion or bureaucracy. So what do I want to tell people? One, um, have a have a clear scope of authority for that committee. Unless it's a committee that's already required under the governing documents, your board is creating the committee, which means the committee serves at the pleasure of the board. There needs to be a board resolution saying, what does this committee do? If it's a search committee, what do they need to do the job? They may ask for things that are not appropriate. I've seen committees do this. I've also seen committees over time become shadow boards. Uh and as I said, check to make sure which committee meetings, what how they have to be handled. Do they need to be noticed and opened? Can they be closed? Um, so committees, again, they can take on a life of their own. Just make sure you're using them effectively. And again, and if you have committee meetings that are out of control, the board may have to go to that committee and say you either need to start enforcing these best practices for meetings, or we're gonna have to revisit the committee altogether. Because committees can also they can also create a very uh disruptive uh attitude in the community as well as board meetings can. So you've got to be very careful about the impression your committee's making, uh social committees in particular. Social committees should be all about inclusion, not exclusion. And over the years I have seen some social committees where they're really not giving a positive impression of the association. So a couple other things. We talked about problematic meetings. Should you have police presence? Better safe than sorry. Um how about should you use Robert's rules of order or not? Because that comes up a lot, by the way. Remember we had Jim Slaughter, the parliamentarian, he's written a number of books on parliamentary procedure.

SPEAKER_00 41:55

Sure.

SPEAKER_02 41:56

So I've been at many, many meetings where somebody in the audience will say point of order, or I they'll make any number of motions, and they are allegedly citing Robert's Rules of Order. Now, I had a I used to have a little Robert's Rules of Order uh book that I would bring in my briefcase. And I will tell you more often than not, the resident parliamentarian was wrong in the motions they were making at the time they were making them. I am not a huge fan of Robert's Rules of Order for that reason. Because I think it's too many people misunderstand them. They don't use it correctly, and there's nobody, there's no check or balance in place to check that person. So I've seen it go crazy. Uh, you may want to look and see if your governing documents require Robert's Rules of Order. When I do document rewrites, I normally talk to the client and say, Do you want to still use Robert's rules of order to run your meetings? Have you been using Robert's rules of order in accordance with your documents? Nine times out of ten, they didn't even know it was in there, and they absolutely have not been following Robert's rules of order. So I I mentioned meeting participation rules. I think they're critical. I think a board member code of conduct and owner civility code. We never talked about the this 10 years or longer ago, but now I hate to say it because of where we're at as a society, those codes of conduct have become absolutely crucial. I will say some of the mistakes that boards and committees make regarding meetings include they're going off agenda, they're not prepared, they're letting one personality dominate the meeting. Now, that personality is usually the president, but it could be another person on the board, or it's somebody in the room. And it's somebody in the room with an agenda. But for board members, remember you are fiduciaries. So as a fiduciary, it's your job to put the association's best interest in front of your own. And frankly, for unit owners, you're not a fiduciary, but you still have neighbors who are there. So it is be neighborly. There are other people in the room who have their own issues. There's other important business to get done. So be a good neighbor. Uh, another problem, turning the QA into a complete free-for-all. I am not a big if you want to have new business, if you want to have it, then list what that new business is going to be as an agenda item. And lastly, the biggest mistake is boards make is thinking they don't need backup. Whether that backup is a security presence because they've had threats in the past, whether that backup is having the correct professionals there to answer questions, technical questions about what things cost, uh that's crucial. Don't be the don't be the intermediary. Let your residents hear it directly from the professionals' mouths as to what things are gonna cost, how long it's gonna take, what the nuisance activity involved is going to be with that project. It will just be, it's just gonna be your safety net, and it's gonna make your members appreciate that you took the time to get prepared for this meeting.

SPEAKER_00 45:02

Okay, so hopefully, Donna, yeah, I can see people listening to this uh episode and then re-listening, relistening, sharing it uh, you know, with their uh board and their association, all the members and and committees. But um, just your final thoughts before um we end this particular episode of Take It to the Board.

SPEAKER_02 45:19

I

What You Can Control

SPEAKER_02 45:20

don't want to reiterate everything I've said before. I will leave you with this final thought. You can't control what people say. A lot of boards want to focus on that. You can't control what people say, you can absolutely control how the meeting is run. So focus on that. Focus on how you're running the meeting. How long is it going? Do you have the right agenda items? Are you enforcing the agenda items? Do you have the right backup help there to assist you with running that meeting effectively? And if you do those things, not every meeting is going to be great, but over time, those meetings are gonna be a reflection of your leadership style.

SPEAKER_00 45:57

Wow. Well, one of my favorite guests uh on Take It to the Board is always you, Donna, when you come on each year, your expertise. Thank you again for uh for uh this. I guess we can call this a meeting. We had a meeting, we we recorded our the Take It to the Board show, right?

SPEAKER_02 46:12

For a quorum. We're a quorum of two. Um Thank you so much, Claude, for joining me again in everything you do to make Take It to the Board a success and get yourself to a meeting. Thank you for joining us today. Don't forget to follow and rate us on your favorite podcast platform or visit take it to the board.com for more ways to connect.