Accell Property Management, Inc. Board Member Orientation Handbook
Adapted from Robert’s Rules of Order, Newly Revised and the California Corporations Code by Steve Feistel, PCAM®
Unless otherwise provided in the articles or in the By-Laws:
1. The Chairman of the Board or the President or any two Directors may call meetings of the Board.
2. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by the By-Laws or the Board. Special meetings of the Board shall be held upon four days notice by first-class mail or 48 hours notice delivered personally or by telephone or telegraph. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board.
3. Notice of a meeting need not be given to any Director who signed a waiver of notice or a written consent to holding the meeting or an approval of the Minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the Minutes of the meetings.
4. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
5. Meetings of the Board may be held at any place designated in the By-Laws or by resolution of the Board.
6. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.
7. A majority of the number of Directors authorized in the Articles or By-Laws constitutes a quorum of the Board for the transaction of business.
1. Any action or decision in order to become the act and/or choice of the Board of Directors must be approved by a majority of the Directors present at a meeting duly held at which a quorum is present.
2. Voting shall be by roll call vote, show of hands, voice vote, ballot or general consent as designated by the Chair or governing documents.
3. Although it is the duty of every Board member to vote, a Board member shall have the right to abstain from voting at his/her sole discretion.
4. A Board member shall abstain from voting on any question or motion of direct personal interest to him/her. This rule does not apply to voting for the selection of Officers.
5. A member may change his/her vote up to the time the result is announced by the Chair; after that a change is permissible only by an approved motion or general consent of the Board of Directors.
6. On a tie vote, a motion requiring a majority vote for adoption is lost, since a tie is not a majority.
7. The Chair shall vote on all motions and matters brought before the Board.
8. No motion, question or proposal shall be put to vote until all members present and eligible to vote have had an opportunity to speak on the issue.
9. Board members may not be represented or vote by proxy at any meeting of the Board.
MEETINGS RULES OF ORDER:
1. The President of the Association shall Chair and preside over all meetings of the Board of Directors and membership.
2. In the absence of the President or if the President must disqualify himself/herself from presiding, the Vice President or any other Board member the Board so chooses, shall preside at meetings of the Board of Directors or membership.
3. All members of the Board have the right of full participation in meetings of the Board of Directors.
4. The Chair shall act as the judge of all questions arising that are incidental to the interpretation and enforcement of these parliamentary procedures. However, a majority of the Board members present at a duly held meeting may overrule the Chair.
5. A written agenda for regular Board of Directors meetings shall be set by the President or Manager representing the Association. In advance of the printing of the agenda, any Board member may request an issue be placed on the agenda for action by the Board. All other business shall be introduced at the meeting under the heading of "new business".
6. All members of the association are entitled to attend regular meetings of the Board of Directors. Members may address the Board of Directors during any "open forum" period as designated by the Chair. Members are not entitled to participate in Board discussions unless recognized by the Chair.
7. When a member of the Board or membership has been assigned the floor and has begun to speak, unless he/she begins to discuss a subject obviously frivolous or dilatory or speaks longer than the rules allow, he/she shall not be interrupted by another member or by the Chair.
8. Every speaker is to be treated with courtesy.
9. Any non-members allowed to attend a meeting as guests of the association have no rights with reference to the proceedings.
10. The Board of Directors has the power to require non-members to leave the meeting or to order their removal at any time during the meeting.
11. At any meeting, any person (member or non-member) who attempts to disrupt the proceedings in a manner obviously hostile to the announced purpose of the meeting or those in attendance may be removed from the meeting by the Chair.
OPEN FORUM RULES OF ORDER:
1. Only one speaker at a time will be recognized by the Chair.
2. Each speaker will be allowed three (3) minutes to make a statement, ask questions or express concerns.
3. Members wishing to address the Board of Directors shall indicate so by raising their hands.
4. Interruption of speakers is not permitted except by the Chair.
5. Every speaker is to be treated with courtesy.
6. No speaker will be allowed a second opportunity to speak until all others who wish to speak have had a chance to address the assembly. The person wishing a second opportunity to speak has three (3) minutes to do so.
7. Any person who attempts to disrupt the proceedings in a manner obviously hostile to those in attendance and the Association may be removed from the open forum by the Chair.
DUTIES OF THE PRESIDING CHAIR:
1. To open the meeting at the appointed time by taking the Chair and calling the meeting to order, having ascertained that a quorum is present.
2. To announce in proper sequence the business that comes before the assembly or becomes in order in accordance with the prescribed order of business, agenda or program and with existing orders of the day.
3. To recognize members who are entitled to the floor.
4. To state and to put to vote all questions that legitimately come before the assembly as motions or that otherwise arise in the course of proceedings (except questions that relate to the presiding Officer himself) and to announce the result of each vote; or, if a motion that is not in order is made, to rule it out of order.
5. To protect the assembly from obviously frivolous or dilatory motions by refusing to recognize them.
6. To enforce the rules relating to debate and to order and decorum within the assembly.
7. To expedite business in every way compatible with the rights of members.
8. To decide all questions or order, subject to appeal, unless, when in doubt, he/she prefers to submit such questions to the Board of Directors for decision.
9. To respond to inquiries of members relating to parliamentary procedure or factual information bearing on the business of the assembly.
10. To authenticate by his/her signature, when necessary, all acts, orders and proceedings of the assembly.
11. To declare the meeting adjourned when the assembly so votes or, where applicable, at the time prescribed in the program or at any time in the event of a sudden emergency affecting the safety of those present.
MOTIONS AND DISCUSSION:
1. At meetings of the Board, a motion may be made by any member of the Board of Directors, including the President. At meetings of the membership, any eligible member may make a motion.
2. A member must obtain the floor before a motion may be made for consideration.
3. Motions must be seconded to be voted upon. If a motion fails to obtain a second, the motion "dies" and is not acted upon by the Board or assembly.
4. Once a motion has been moved and seconded, the Chair shall place the motion before the Board or assembly for discussion and vote.
5. No member may object to the making of any motion by another member who is entitled to participate in the proceedings.
6. Each member in attendance and entitled to participate shall have the equal right to discuss a motion placed before the assembly within reasonable time limits established by the Chair.
7. A motion is considered the act of the Board upon obtaining approval by a majority of the Directors present at a meeting duly held at which a quorum is present.
8. Duly approved motions are considered the decision of the Board of Directors and may be acted upon.
9. The maker of a motion may rescind the motion at any time prior to its being voted upon, in which case no action is taken by the Board of Directors or the assembly.
10. Prior to approval of a motion, the author of a motion or the member seconding the motion may amend the motion. No other individual may amend a motion.
11. The Chairman may speak in discussion of a motion without rising or leaving the Chair.
12. By general consent, when a proposal is perfectly clear to all present, a vote can be taken without a motion having been introduced.
13. The Chair may allow informal discussion of a subject while no motion is pending.
14. Only one speaker at a time will be recognized and given the floor.
15. The Chair shall recognize members who are entitled to the floor.
16. The Chair shall decide the order of precedence of all motions and their point of order in the business of the day. Generally, motions should be addressed in the order they are made.
17. Motions that have the effect of changing or nullifying previous action of the Board of Directors, such as the motion to rescind or to amend something previously adopted, or a motion to postpone an event already approved and scheduled, require previous notice. Previous notice means the issue has been placed on the printed Agenda distributed in advance of the regular Board of Directors meeting or 48 hours prior notice given personally by any member of the Board to all Board members.
18. The length of discussion on any topic or issue shall be determined by the majority of the members present and eligible to vote. In the case of meetings of the membership, the Chair shall decide.
1. The Board may convene to executive session for matters relating to discipline of members, consideration of litigation or legal action, formation of contracts with third parties and personnel matters.
2. All matters addressed in executive session are confidential and the privilege of members of the Board.
3. Association members are not entitled to attend executive sessions or review Minutes or records of an executive session unless authorized by the Board.
4. Minutes of executive sessions are to be clearly noted as such and may only be reviewed by members of the Board or representatives duly appointed by the Board.
5. Anyone attending an executive session or having reviewed Minutes is duly bound not to divulge anything that occurred in the session.
6. Executive sessions may be called by the Chairman or by a duly approved motion of the Board of Directors.
Content of the Minutes:
The first paragraph of the Minutes should contain the following information (which need not, however, be divided into numbered or separated items directly corresponding to those below):
1. The kind of meeting: regular, special, adjourned regular, adjourned special, membership or annual.
2. The name of the Association.
3. The date, time and the place of meeting.
4. The names of the Board members present and absent.
5. The names of committee members present.
6. The name(s) of the Management representative present.
The body of the Minutes, which should contain a separate paragraph for each subject matter, should include:
1. Whether the Minutes from the previous meeting were reviewed and approved.
2. All motions brought before the assembly:
1. The wording in which each motion was adopted or otherwise disposed of (with the key points of discussion and facts as to how the motion was debated or amended before disposition).
2. The disposition of the motion, including lost and rescinded motions. A motion that "dies" due to lack of a second need not be reflected in the Minutes.
3. In the case of all important motions, the name of the mover and the second shall be shown.
3. All points of order and appeals, whether sustained or lost, together with the reasons given by the Chair for his/her ruling.
4. All "previous notice" of motions are to be included in the Minutes.
5. The last paragraph of the Minutes should state the hour of adjournment.
Additional rules and practices relating to the contents of the Minutes are the following:
6. When a count has been ordered or the vote is by ballot, the number of votes on each side should be entered; and when the voting is by roll call, the names of those voting on each side and those answering "present" should be entered. If members fail to respond on a roll call vote, enough of their names should be recorded as present to reflect that a quorum was present at the time of the vote.
7. The proceedings of committee meetings and open forum sessions should not be entered into the Minutes of Board of Directors meetings. However, the fact that Committees were present and an open forum was held should be recorded.
8. When a Committee report is of great importance or should be recorded to show the legislative history of a measure, the Board of Directors can order it "to be entered as an attached part of the Minutes," in which case the report is added to the Minutes.
9. The name and subject of a guest speaker can be given, but no efforts should be made to summarize his remarks.
10. Minutes should be signed by the Secretary and President; however, any two Officers may sign the Minutes as designated by the Board of Directors.
The following definitions are to be used for the purpose of interpreting these Parliamentary Procedures only and do not constitute legal definitions used for interpretation of the Articles of Incorporation, CCamp;Rs or By-Laws:
ABSTAIN..... A member’s right to refrain from voting. Does not constitute a vote in favor or against any question, motion or proposal.
ADJOURN..... Action to dissolve an assembly or meeting.
ADOPT..... The act or statement of the assembly accepted or agreed to by vote or general consent. (See "approved")
AGENDA..... Order of business.
AMEND..... To change or modify.
APPROVE..... To accept or ratify by an affirmative vote of a majority or other requirement specified by the governing documents or statutory law.
ASSEMBLY..... A group of people meeting to determine, in full and free discussion, courses of action to be taken in the name of the entire Association.
BALLOT..... A sheet of paper used to cast a secret vote.
BOARD..... The Board of Directors of the Association.
BOARD MEMBER..... An individual duly elected or appointed to the Board of Directors.
CHAIR..... The presiding Officer at a meeting.
CHAIRMAN..... The individual acting as the presiding Officer at a meeting and duly appointed by the Board.
DILATORY..... Tending or intended to cause delay.
DISCUSS or DISCUSSION..... Consideration of a question, motion or proposal in open informative debate.
DIRECTORS..... Natural persons, designated in the Articles or By-Laws or elected by the incorporators, and their successors and natural persons designated, elected or appointed by any other name or title to act as members of the governing body of the Association.
DULY..... In a due manner, time or degree, properly. In conformance with the governing documents.
EXECUTIVE SESSION..... A secret session of the Board of Directors at which matters relating to discipline of members, consideration of litigation or legal action, formation of contracts with third parties and personnel matters are discussed and/or acted upon.
FLOOR..... Recognized by the Chair as having the exclusive right to be heard at that time.
FRIVOLOUS..... Of little weight or importance; lacking in seriousness; irresponsible or self-indulgent.
GENERAL CONSENT..... Means by which to adopt a question or motion without the steps of stating the question or putting the motion to a formal vote. If there are no objections to a question or motion when stated by the Chair, the Chair may announce that, "since there is no objection ...," the action is decided upon and adopted.
GOVERNING DOCUMENTS..... Articles of Incorporation, CCamp;Rs (Covenants, Conditions and Restrictions), By-Laws and all other duly adopted rules, standards, guidelines or procedures authorized by the Articles of Incorporation, Covenants, Conditions and Restrictions or By-Laws.
MAJORITY..... Greater than fifty percent (50%).
MEETING..... A single official event attended by members assembled together to transact business, having been duly noticed and at which Minutes are taken.
MEMBER..... Any person who, pursuant to a specific provision of the Association's governing documents, has full right of participation in a meeting.
MINUTES..... The duly approved written record of a meeting.
MOTION..... A means by which business is brought before the assembly. A formal proposal intended for discussion and approval by the assembly.
MOTION DIES..... Motion fails to obtain a second.
MOTION FAILS..... A motion that does not obtain a majority vote.
OPEN FORUM..... A period of time established by the Board of Directors or Chair for open discussion by members of the Association and guests of members of the Board.
PASS..... See "Approve."
POINT OF ORDER..... An objection requiring the Chair to make a ruling on a question that is incidental to the interpretation and enforcement of the Parliamentary Procedures.
POWER..... The authority to take action.
PREVIOUS NOTICE..... Prior notice either printed on the Agenda or distributed in advance of the regular Board of Directors meeting by the management representative or 48 hours prior notice given personally by any member of the Board to all other Board members.
PROPOSAL..... An act of putting forward or stating something for consideration.
QUESTION..... Stating something for consideration.
QUORUM..... A majority of the number of Directors authorized in the Articles of Incorporation or By-Laws constitutes a quorum of the Board for the transaction of business. A majority of the voting power, represented in person or by proxy, shall constitute a quorum at meetings of the Association's membership unless the By-Laws set a different quorum.
RECOGNIZE..... Having been given the floor by the Chair.
RECORDED..... Filed into or made a part of the official Association records.
RESCIND..... To take back or make void.
RIGHTS..... Those privileges granted by these Parliamentary Procedures or the Association's governing documents.
ROLL CALL VOTE..... A method of voting in which a record of how each member votes is entered into the official records.
SHOW OF HANDS..... A method of voting that entails the counting of raised hands in favor and against a proposal.
SPEAKER..... Individual recognized by the Chair as having the floor.
TABLE..... To postpone discussion of a motion until the next or a later meeting.
VOICE VOTE..... A method of voting by acclamation. An overwhelming affirmative or dissenting vote by vocal expression.
VOTE..... The final act of deciding the disposition of a question, motion or proposal.