Maxing out your Meetings!

Marcus Martinez:
All right, it’s about 12:05, so I think it’s a good time as any to get started. Hi everybody and welcome to our seminar today where we’re going to be talking about maxing out your meetings. My name is Marcus Martinez. I’m an attorney here at Carpenter Hazelwood. I’ve been here practicing in Arizona for the last seven years. I’ve been focused more in the community association law for the past six years. I joined Carpenter Hazelwood back in April and yeah, just looking forward to today’s seminar. With me is Tessa. Tessa, why don’t you tell me a little bit about yourself?

Tessa Knueppel:
Hey, good afternoon everyone. I’m Tessa Knueppel. I’ve been with Carpenter Hazelwood since 2021. I had a different background in law before that, but I’m here now and loving community associations and working with all of you. I see a lot of familiar names and faces, so thanks for joining us today. Our meeting today is called Maxing Out Your Meetings! And we want to just start the year off fresh, talk to everyone about some things you might already know, some things that might be a good refresher course for you. Let’s see how we can max out your meetings, make them efficient, practical, helpful, and hopefully fun. And if not fun, then at least it’ll be a good lesson for everybody and you learn from the next one. All right.

Marcus Martinez:
All right, so the whole reason that we actually called this seminar today is because we want to make sure that all of our clients and all of our directors and managers, that they don’t feel like this picture right here at board meetings.

So as you can see here, “Large turnout at the open meeting had the board a little nervous.” If you follow everything that we do in this seminar, you will never feel like this at one of your meetings. Also, something I like to tell a lot of my clients is just because you don’t have a lot of people showing up to your meeting, it’s not always the most negative thing in the world. Keep in mind, nobody is ever going to go to your board meeting and say, “You know what? You’re doing such a fantastic job. I just wanted to come in and say you’re doing great, and keep doing everything exactly the same.” At the same time, if you’re getting low participation for any of your other types of meetings, like your annual meeting or if you have any sort of special meeting, we’re definitely going to show you some different strategies that can help you deal with that.

All right, like every good meeting, we’re going to have an agenda, our roadmap today. So to start, like I said, our goal today is to help you optimize your meetings as best as we can. We’re also going to go over a lot of board meeting protocols and tell you what we would look at if we were having to start with a fresh board or a fresh association that had a complete turnover and what those sort of board meeting protocols would look like. Included today, we’re also going to go over all the aspects of a meeting from start to finish. So that’ll be for all of our brand new managers, our brand new board members. And then at the very end we’re going to give you strategies for dealing with the most common issues that we see.

So Tessa, in your mind, before we even get started on this, what is a board meeting?

Tessa Knueppel:
[Slide asks “What is a board meeting?” and shows an image of lions in suits with brightly colored manes.] A board meeting is a group of psychedelic lions that are all here to meet for the same purpose. But really, a board meeting is going to be a place for us to discuss association business. We’ll make it something regular, something that people can count on, somewhere that people can voice their concerns. Something to maybe replace a bunch of little emails here and there throughout the month, which we will talk about in more detail later. But a board meeting is to get your business done, and in order to do that, we need to make sure that you have a quorum at all times in order to actually have the meeting. So in order to have a quorum, it’s document specific, so if you don’t know what your quorum requirements are, you check out your CCNRs, your bylaws, and you can also ask us if you aren’t able to find it in those documents, we can look it up for you.

Marcus Martinez:
So yeah, I mean the biggest thing to take away from this is let’s say that you have a quorum of five on your board. If you have three sunglasses lions present at any given time and you are discussing association business, you’re in a meeting. So whether or not you actually take a board vote or take any action, you’re still going to fall into that board meeting parameter. So you got to make sure if you’re having a meeting, you got to have notice.

Tessa Knueppel:
Yeah, so be careful before your board meeting starts. If you want to have a group outside the community center and start talking about what you’re going to talk about, if you have a quorum present, then the meeting’s already started. So you need to be careful that you count the number of people in the room or the number of lions you’ve got and make sure that you’re not accidentally in a quorum discussing association business before the meeting is supposed to begin.

Marcus Martinez:
Perfect.

Tessa Knueppel:
Yeah, so that goes to the next point. Whether there’s a board vote or action is irrelevant. If you guys are together, you’re together, it’s a meeting.

Marcus Martinez:
So to have a very successful meeting, a lot of it comes from the preparation that you do before the meeting to help make sure that it actually goes as smooth as possible. The most important, of course, is the meeting notice. So as everybody knows here in Arizona, we actually have an open meeting law, which requires that you have to send notice to all members. That meeting notice needs to include the date, the time, the location, and the agenda. We usually recommend that you can send out the agenda, you don’t necessarily have to always send it out with the notice, but you do absolutely need to have the agenda available at the beginning of the meeting. We’ll talk a little bit more about that on the next slide as well.

That being said, we’ll talk about the elephant in the room. Board members, remember to review your board packets in advance of the meeting. There are so many times where we have board members that come unprepared to the meeting and it just makes it so much more difficult to actually get through it because then nobody knows what we’re talking about, people are trying to discuss different vendor contracts, they’re trying to discuss different issues that have been coming up in the community and nobody is on the same page. So board members, please review your materials in advance of the meeting.

Now that I have pushed back on some of the board members, community managers, please make sure that you provide your materials in advance of the meeting. I can’t tell you how many times I have boards that will receive their materials on the day of or right before the meeting and it doesn’t give them enough time to actually go through their board packets. So managers, I’m going to say, please, at least one day, possibly two, possibly three, but it’s also good to just have that in the back of your mind when you’re thinking of board protocols and how to have your pre-meeting prep, when should we be setting a deadline on when we’re going to get those board packets to give us enough time to actually look at them?

Tessa Knueppel:
Absolutely. And going back to the meeting notice real quick, it doesn’t have to be a large newsletter that goes out to everybody every single time. You could even do a postcard, couldn’t you?

Marcus Martinez:
Correct.

Tessa Knueppel:
You could send a postcard out. It has all the dates and times of the meeting of the year, way less expensive to send out to the community. And then you meet your requirement for the rest of the year and you don’t have to worry about it unless you call an emergency meeting for something else.

Marcus Martinez:
Yeah, we’ll talk about those emergency meetings a little bit later as well.

Tessa Knueppel:
Great. Let’s talk about the joys a little bit more about not having an agenda.

[A video shows titled, “Full-Fail Meetings: No Agenda”. Four people sit in a conference room.]

Speaker 3:
He said, “I’ve never seen somebody fit so many marshmallows in their Mouth.”” And I said, you should see what I can do with all [inaudible 00:07:33].”

All right people, it’s time to kick off our kick-off. Okay, what you got for me, people?
Hit me with your best shot.

Indie, Indie, you, me, what you got?

Speaker 4:
Is there something specific you wanted updates on?

Speaker 3:
The Johnson. The Johnson account.

Speaker 4:
We don’t have a client by that name.

Speaker 3:
Jackson. Jackson. It was Jackson.

Speaker 4:
Nope.

Speaker 3:
It was presidential. It was Hancock? Hamilton? Bartlett? Bartlett, Bartlett, Bartlett.

Speaker 4:
That was the president in the show. Are you talking about the Washington account?

Speaker 3:
Boom. Nailed it. All right, give me the dets.

Speaker 4:
Their contract expired three months ago and they decided not to renew.

Speaker 3:
Nice. Okay. Well, that’s okay. That’s okay. Deidre, Burbs, what do you got?

[Video ends.]

Marcus Martinez:
So as we saw from that video, you can see what happens when you just don’t have members that are prepared for a meeting or sort of agenda on how the meeting is actually going to go. Tessa, have you ever been in a meeting where that has actually happened before?

Tessa Knueppel:
I mean not with anyone that’s logged on to our seminar right now. But there has been an occasion where we are twiddling our thumbs and trying to figure out what’s going on or an agenda is being passed out after the meeting’s already started because somebody forgot to print it or provide it in advance. And things get done eventually, but it would be a lot more efficient and a better use of everyone’s time if we could just have that in advance and then everyone can even come prepared with things to talk about instead of having to then maybe check their phones or their emails or something to see what it was specifically that they wanted to talk about on the agenda.

Marcus Martinez:
True. Plus, I mean on top of that, it’s required by law that we have to have the agenda, so of course we’re never going to have that happen with any of our clients. But Tessa, what types of things would we normally see on an agenda or what should it include more than anything?

Tessa Knueppel:
Definitely start time, whether there’s an establishment of a forum or not. You want to approve the previous meeting’s minutes, and I would always write that into your agenda so you don’t forget to do that because it’s easy to forget. You want to discuss financials, old business, new business. If needed, depending on what your meeting is about, there will likely be an open forum. Then the meeting will adjourn. And then sometimes you have an executive session, we put it in italics. You don’t always have to have an executive session. A lot of times they follow the meeting, sometimes they proceed the regular open meeting and other times you don’t need it at all. But it’s good to put that in their paper planning on meeting just in executive after the fact.

Marcus Martinez:
And something to keep in mind is that this is really just a baseline of what we will see the most often clearly. Sometimes it may be more appropriate where if you are going to have an open forum, possibly you could have it more at the beginning of the meeting. Maybe you might have to shuffle around some of these topics, but as long as your agenda includes all of these, that is what it should be.
So the most common questions that I usually get from our clients when it comes to agendas, how far in advance does the agenda have to be provided? And the answer, touched on it a little bit earlier, but you definitely have to make sure that it is available at the meeting. That is what is the legal minimum. If you want to send it out with your meeting notice, that is always acceptable. Of course, do always take a look at your governing documents because your bylaws sometimes will actually say, it may mandate that you include your agenda with your meeting notice, especially if it’s an annual meeting or some sort of a special meeting.

The other most common question that I get is can the board change the agenda or is it stuck with it as is? What do you think, Tessa?

Tessa Knueppel:
I think you can change the agenda at any time. And you might want to take a look at are there specific hot topics for that meeting that night? So maybe you do open forum in the beginning, but maybe you have a huge issue pop up and you know that that’s going to be the majority of your meeting. So you should probably think about logically, let’s discuss financials, previous meeting minutes, get old business out of the way. Then we will talk about this hot topic and open forum at the end, whereas normally we would do in the beginning, because otherwise we won’t be able to get to the other stuff because we will have to spend an hour in open forum.

Marcus Martinez:
Yeah, there’s been a bunch of times where I’ve gone to meetings and if it’s particularly going to be one where there’s a lot of anticipated community voices that day, you do the open forum towards the beginning of the meeting and half of the time some of them will stick around and the other time they just want to get something in front of the board and then maybe they didn’t necessarily need to stick around for the rest of it. So it’s an option, you could do it. It’s not required, but we do recommend it to all of our clients for sure.

So now that we have knocked out our pre-meeting prep and we’ve also got our agenda on track, let’s talk about getting this meeting started.

Tessa Knueppel:
All right, so you want to establish in advance who runs the meeting, preferably just one person so we’re not listening to a bunch of people try to accidentally start the next topic. So sometimes it’s the president, sometimes it’s the vice president, sometimes you’ll appoint someone in advance. That can be something that is determined by the board. It can be in your board protocols, it can be in your governing documents, who runs the meeting. So you got to take a look at that in advance and make sure you make that decision before the meeting starts in order to actually have a meeting that is well run and someone that’s leading it.

Marcus Martinez:
Yes. So sometimes who’s running the meeting will change from time to time. Perhaps maybe the president is normally the person who runs it, but maybe they’re not available for one of the meetings. Perhaps maybe this particular client wants the community manager to run the meeting. It doesn’t really matter who it is, just make sure that you know who that chair person is for the meeting at the beginning so they can be the single place to go whenever we’re trying to keep everything on track or when we’re knowing when we’re moving on from topic to topic on the agenda.

The next thing that you want to designate after your chairperson is the person who’s going to be taking meeting minutes. Typically, if you look at your governing documents, I think this most often falls in the bylaws under the secretary, but clearly anybody can take the meeting minutes. Some rules that we like to think of when it comes to getting our meeting minutes together. You definitely want to notate when the meeting starts. You want to notate whether or not you have quorum and what board members are currently present at that meeting. And then when you start knocking out all of your action items, you want to make sure that you listed the motions that are presented, whether they pass or fail, and then you have to know when the meeting ended. There is board discretion as whether or not they will include comments by board members. I’ll touch on this a little bit on the next slide, but I always tell my clients, make sure you’re meeting minutes don’t turn into meeting hours and that’s probably just the best rule of thumb.

I’ve had a lot of clients recently asking me about meeting rules and how they can establish those? In general, I would say that a board protocol, like some sort of a code of conduct or maybe something in that actually says how the board meetings are going to be run would be the most useful, but absent of that, you can establish some meeting rules at the beginning with your chairperson. So set ground rules at the start of the meeting whether that is how much time you’re going to actually allow each person to speak, how much time you’re going to reserve for each action item. It could be how many times a person may speak on a single topic. Trying to think of some other ground rules. Tessa, do any come to mind now that we’re talking about this?

Tessa Knueppel:
Just general respect and decorum and all that fun stuff, which we’ll go into in a little bit more detail later. But I’ve drafted a lot of these rules for different associations, different board protocols, different protocols for homeowners when they are attending the meetings. And a lot of times it’s really helpful to have that document. You hand it out in the beginning or you publish it somewhere and then people are put on notice that they can only speak for three minutes at the open forum or something to that effect. And that way the board protocols become the enforcer and those become the bad guy, not members of the board and not the community manager. It’s not your responsibility to have to manage the people that are trying to speak, whether it’s out of turn or anything like that. You can just have them, “Please refer to your board protocol or please refer to the rules that we’ve established in advance,” and then if you have that, people can check and sometimes it can be pretty effective because it’s in writing and that tends to hold a lot of weight for people.

Marcus Martinez:
It looks like a hand raise.

Andrea Rizen:
We do have a question.

Marcus Martinez:
There we go.

Andrea Rizen:
We have a question. The question is what happens, “If the agenda was posted and the owner reviews the agenda and chose not to attend, but the agenda was before the meeting and the owner would have attended the meeting if they knew that topic was being discussed?”

Marcus Martinez:
Wow. Tessa, you want to handle it or do you want me to take this one?

Tessa Knueppel:
So someone wanted to discuss something at a meeting and then doesn’t show up?

Andrea Rizen:
If they had known a certain topic was going to be discussed, they would’ve shown up.

Tessa Knueppel:
Oh. Well, I mean, they’re always able to get copies of the meeting minutes. So that’s one of the important reasons to have that. A lot of times that’s just what happens. I think if you don’t go to your meeting, then you’re going to have to get the information secondhand or hopefully the board is really good at communicating and sending those meeting minutes out after the fact. And then they can always come to the next one if they want to bring up some old business and discuss it. Sometimes they can ask to have a private meeting before the open meeting starts or hang out afterwards, if it’s a personal issue that they need to discuss away from the rest of the association. What do you think?

Marcus Martinez:
Yeah, I think there’s no way to be able to predict what changes are going to happen to the agenda and clearly there’s no way to retroactively give it to the owner from before. But I think Tessa touched on it perfect, it’s like we can probably put some protocols in place. We could say that if there are going to be changes to the agenda that they’d be done by a certain time, maybe 15 minutes prior to the meeting or something. But just because they discuss a topic at one meeting, like Tessa mentioned, that owner can always come to the next meeting and they can readdress it with the board about an issue. Of course, if it’s like an action item where there’s an action taken that may be a little bit more difficult as far as what we’re going to discuss but. They can always bring it to an open forum or, just like Tessa said, make sure that you have really good records to be able to actually reference exactly what was talked about, when it was talked about and what the result was.

Tessa Knueppel:
And I think that as long as the agenda’s not changed 15 minutes before the meeting each time, you probably won’t run into issues. I would hate to have a homeowner think that maybe someone’s doing it on purpose even when it might not necessarily be that. So I would just use caution and hope to keep your agenda as clear and unchanging as possible, but of course things happen. So yeah, hopefully that answered that question.

Marcus Martinez:
Sounds good. So now that we have started our meeting, now we’re going to be running our meeting. So we already touched on this with what the meeting minutes are going to include, but we’ll just touch on it again here. So we have quorum. Make sure that it is established at the beginning of the meeting because we need quorum in order to conduct business. This should be in the meeting minutes. It should be the first thing that you do because if you don’t have quorum, you’re not going to be doing anything at that meeting. It’s just going to be a whole lot of discussion and not a whole lot of action.

Usually I recommend to my clients to use their agenda as their guide for their action items. This also means that you can use a timed agenda, which also helps when you’re trying to keep your meeting on track. Let’s say that you know that there’s going to be a lot of old business that you have to get through. Try to put time constraints on each topic so you know that you’re going to get through most of your old business in that meeting. If you want to have 10 to 15 minute slots for each action item, that will actually give you a nice start and stopping point. And then if things are not fully resolved, you can either table it to make it for the next meeting or there’s also the option where we can talk about a motion to extend time, which we’ll talk about a little bit later as well. But again, just wanted to touch on with the meeting minutes, make sure that you use your agenda as your guide and don’t let your meeting minutes turn into meeting hours.

Tessa Knueppel:
Did you make that up?

Marcus Martinez:
I did not make that up. I think I’ve heard some people talking about it before, just minutes and hours. But I mean, when I say that, what I’m trying to say is do not record every single conversation that happens. I mean you definitely don’t need to be in your meeting minutes talking about, “Bob said point A about this topic and Jill said point B about this topic. John in the back coughed.” It is just things that are actually important to note and, like we said, the actual item, whether there was a motion, whether it passed or whether it failed. That’s usually all you need.

Tessa Knueppel:
I would also try to avoid your own personal commentary if you’re the one that is writing out the meeting minutes. Oh my goodness. A lot of times I’ve seen this person left in a huff or this person’s argument was clearly ridiculous or something like that. So I would keep those to yourself. Save your side comments for executive session if you must, but again, the meeting minutes shouldn’t be where your commentary is. A lot of times that will be released to homeowners, sometimes homeowners attorneys that like to then pick meeting minutes apart. So it’s all best to keep that under wraps and just have exactly what Marcus was saying, just the business, just the facts.

Marcus Martinez:
No, that’s a great point. I didn’t even think about that. As a general rule of thumb, remember every single one of your meeting minutes can potentially show up in a court case or in discovery at some point. So whatever you’re going to put in your meeting minutes, make sure that it is enough to cover exactly what happened, but not so much that you’re going to worry about it coming out later.

Andrea Rizen:
We do have a question about meetings.

Marcus Martinez:
Yeah.

Andrea Rizen:
If a meeting does not meet quorum, must they produce a meeting minutes and indicate the meeting open, closed, next meeting information, et cetera?

Marcus Martinez:
I’ll take this one. Sure. So yes, I would definitely notate what happened when everybody tried to come together so that way we can actually show when we attempted to have meetings. Some documents may actually even allow you to adjourn or close a meeting and be able to start it up again with a different quorum requirement. You have to make sure that you have that authority in your governing documents though. And also you need to include that in your meeting. Notice that you’re referencing to that so that way you have meeting notice for the next meeting if that is the case where you could do it at a lower quorum. But yes, definitely want to make sure that if you don’t establish quorum, you want to notate that on your meeting minutes as well.

Tessa Knueppel:
Yeah, and sometimes those quorum requirements are clear as mud, so if you want us to take a look at that too, we’re happy to take another fine-tooth comb through it. I’ve seen quorum requirements where the next time it’s only 50%, so that’s easy math. Sometimes we’ve had 27% and I have to break out a calculator and figure out how we get a part of a person in there. So sometimes it’s confusing as to how many times can we try to get a quorum for something to go through. So a lot of times you get two stabs at it, two bites of the apple, I think is a nicer way of putting it. And then you don’t get a third bite if you don’t get quorum. You don’t get to keep reducing it, reducing it, reducing it until one person shows up.

Andrea Rizen:
We do have a question-

Tessa Knueppel:
[Inaudible 00:23:30]. Yeah, Andrea?

Andrea Rizen:
Also have a question from Frances. She has a question that she’d like to ask.

Tessa Knueppel:
Sure.

Frances:
Thank you, Andrea. I was totally floored by the comment that you could change the agenda at the meeting and that you could things not on the agenda and the open forum. And let me give a quick example. Our open forum is for any property owner to mention anything that’s not on the agenda, anything. The board does not react, they don’t act to it, they don’t respond, etc. If we change the agenda, it has to be published as a changed agenda and that addresses the woman who said, “What if the person wanted to come to the meeting but didn’t know it was on the agenda?” If I was a homeowner, I would have a problem with something I wanted to talk about that wasn’t on the agenda and I found out it was on the agenda. And an open forum was just for things by homeowners that aren’t on the agenda. But you’re saying you can talk about any business on an open forum and business that’s not on the agenda at the time of the meeting?

Marcus Martinez:
Want me to take that one? I’ll take that one. So Frances, thank you for the question and for that great explanation gave a nice little hypothetical to go off of as well. So first, like you said about mentioning that there was a changed agenda, that’s actually a great practice tip because then we can actually notify our homeowners in the meeting minutes if there was any changes to it.

My second thing I wanted to touch on, so open forum in general, it doesn’t really have a topic or some sort of anticipated discussion. So mostly, open forums are going to be open to whatever homeowners are wanting to talk about. I don’t think we said to discuss things that are not on the agenda. What I would recommend and what we do tell all of our clients is that if you do get something that you want to take action on, make sure that it is in the agenda, otherwise you need to table that until your next meeting. I hope that clarification helps.

Frances:
Yes.

Tessa Knueppel:
I take silence as that it helped.

Andrea Rizen:
We have a couple more questions. When should visitors be allowed to speak? And can non-homeowner visitors, renters attend?

Tessa Knueppel:
So the second part of that depends a lot on the governing documents. For the most part, if you’re not a homeowner, you cannot come. There are some governing documents that say that the homeowner can send somebody in their stead and that usually has to be done in writing in advance. So if there is a tenant that wants to come on behalf of the homeowner or on behalf of just the place that they’re living and we get permission in advance, again dependent on governing documents, then sometimes that person can come. However, a lot of times there are rules that say only one person or whoever’s on the title of the property. So you wouldn’t necessarily be able to have the tenant and the homeowner if they both wanted to join.

Sometimes we are asked if media can come. The answer is no, unless there’s some crazy wacky requirement in your CCNRs that allows that to happen. Media does not have a property interest in the association. They cannot come. Friends, family that don’t live there cannot attend. If that’s your property, you can come. So hopefully that answered that question. And I already forgot what the first part was.

Marcus Martinez:
It was when are visitors or tenants allowed to speak at the meeting? I think if it was an open forum, I think I would be okay with tenants or visitors having their voice in there as well, especially if we have that advanced notice in writing that they’re coming in for somebody. The only thing that I would caution is I do not want a bunch of visitors that are going to be taking up the majority of the time, that takes away from members of the community from having their time on the open forum. So if you do notice that, I would definitely prioritize the members to be able to speak at the open forum above visitors or non-members.

Tessa Knueppel:
And, we’ll talk about this more, but we’ll set time limits. That’s one of my favorite recommendations is to set time limits during the open forum. So you can only talk for two, three minutes, whatever the board decides in advance and let everybody know that that’s your amount of time that you’ve got, so make it count. Do you have any other questions, Andrea?

Andrea Rizen:
Nope, that’s all I have right now. Thank you.

Marcus Martinez:
All good. Okay, so now we have got through… we started the meeting, we are running into our action items on our agenda. So when it comes to your action items, so you have your agenda. Let’s say that the first action item is something like approving a vendor contract, let’s say it’s a new landscaper in your community. Make sure that you adopt some sort of a procedure on how your association is going to handle action items during the meeting. The most common that we will see would be something similar to the one on the screen. So you would have a motion from someone on the board, you would have a second from someone on the board, there would be board discussion, there would be owner discussion and then a vote.

Something that I always like to tell everybody, if you really want some good guidance on how to run proper meeting procedure, definitely look at Robert’s Rules of Order. Some governing documents actually do require you to follow Robert’s Rules of Order. I mean in general, it’s still a very valuable guide to be able to help you run your meeting. If you are one of those associations that actually has Robert’s Rules of Order as a mandatory procedure in your meeting, take a look at section 49… or it’s chapter 49 section 21 where there is an actual procedure for small boards. Definitely let me know if you have more questions about it. I can send you a copy of it so you could look at it.

The procedure for small boards actually states that Robert’s Rules of Order is too formal for boards that have less than 12 members. So it’s really designed for very big parliament, congress sized meetings. So when you have a very informal board meeting… I shouldn’t say informal board. When you have a meeting that has less people, it is considered more informal under Robert’s Rules of Order. So you can follow a less formal version of the rules like the one that we have above with a motion, second, board discussion, owner discussion and a vote. Anything else touch on that at all, Tessa?

Tessa Knueppel:
I don’t think so. But if you have a congress or parliamentary sized board meeting, let me know. I’d be curious to see how that works out.

Marcus Martinez:
Oh, looks like we got a question over there.

Dragos Neagu:
Quick question. What was that section again in Robert’s Rules?

Marcus Martinez:
Yeah, so it’s chapter 49 section 21. Yeah, I get that question all the time, especially from boards when they’re just very, very adamant about sticking to Robert’s Rules of Order. And there are so many, if you’ve ever opened up Robert’s Rules of Order, there’s just an endless amount of rules on how to be able to conduct business. And that procedure for small boards really does make it a lot more efficient to be able to run your meeting. But like I said, it’s very similar to the process that we laid out right above there. And then once you start as a board and you start doing them over and over again, you get into a flow and then eventually your meeting just goes by that much quicker and you start knocking out item after item after item after item. So it takes practice, but eventually you get the hang of it.

Tessa Knueppel:
Okay. The next step, we’ve talked about this a bunch already, but open forum. I put held at the end of the meeting. It is perfectly acceptable to not have it at the end. That’s my go-to, because again, that way we can get all the business business out of the way and then open it up to discussion. It also incentivizes homeowners to stay through the meeting and hear the actual business that’s going on, all the stuff that you want them to hear, now they can actually be a part of it and hear it firsthand. So it helps with that. And then it also, it just helps your board business move along more efficiently. And then at the very end, open forum, it can be for any topics that have been previously discussed. It can be for anything that the homeowner just wants to bring up. But having a designated time for it is always helpful.

Encourage constructive feedback and questions. There’s always times where feedback is not constructive and there’s good ways to approach that, which we’ll talk about in more detail soon, but just keep that in the back of your mind and then yeah, the board can place reasonable time restrictions on people speaking during the meeting. So my favorite tip is to have a stop clock like you are in a basketball game and it’s a big three-minute timer that’s counting down and there’s nothing better to make someone speak concisely than to have a countdown timer of their seconds passing while they speak to know that it’s time for the next person to move on. And they cannot, and I’ve been coming across this a lot, especially recently, take time from somebody else. I can’t borrow Marcus’s three minutes and then speak for six just because Marcus is here and he gave it to me. I can’t get a text message from my neighbor during the meeting who’s not there that says that I can use her three minutes too. Everyone gets their own time and that’s it.

Marcus Martinez:
Yeah, I think even Frances touched on it a little bit when she gave her question as well, and she mentioned that during the open forum on her board, that is the time for the board to just listen and hear the input from the community as opposed to a time where it’s like we’re going to be voting on things, we’re going to be taking action on things. It’s really the time set aside for homeowners that have any additional questions about things or if they want the association to look into something. And then that usually becomes new business at the new meeting if it does actually warrant something that we need to take an action on.

So as Tessa already mentioned, I mean with the reasonable time restrictions, there’s the statute in the Condominium Act as well as the Planned Communities Act. Usually, like she said, the two big rules that I would say that I see the most are one person may speak one time per topic and that they are limited to a certain time limit. Make sure that you communicate those at the beginning of the meeting, otherwise you can’t just spring it on somebody at the last minute. That way it helps everything run a little bit smoother

Tessa Knueppel:
And make sure you actually enforce it or no one’s going to take you seriously. And then you’re going to have someone rambling for 20 minutes because you didn’t tell the other people in the beginning that it was only three minutes unless you want it to go that long and then that’s your prerogative too. But for the most part, just being consistent and treating every homeowner the same and everyone gets the same amount of time, that usually makes things run more smoothly.

Andrea Rizen:
We do have a question.

Marcus Martinez:
Yeah.

Andrea Rizen:
It says, “I’ve heard it recommended to hold the open forum after the meeting, official business is officially adjourned.” Any comments on that?

Tessa Knueppel:
Yeah, I love that. You don’t have to, but I think that it’s what we were talking about before, just a way to have everyone sit through the beginning parts, get the initial business that needs to get taken care of that day out of the way. And then especially because we don’t know sometimes how long open form could last. It could be some hot button issue that everybody wants to talk about and then you would want to save that for the very end, otherwise your meeting could go till midnight. Any other questions?

Andrea Rizen:
Nope. It looks like that’s it.

Marcus Martinez:
Well, now we have run the entire meeting. We went through all of our action items and we had our open forum. So now we just need to end the thing. It’s typically done by just an adjournment. Usually this is done by either a board member or the chairperson motioning to adjourn the meeting, there’s a second, there’s a vote. Record the time in the meeting minutes of when the meeting ended. And this would also be the perfect time to inform all the members of when the next planned meeting is going to happen.

Tessa Knueppel:
And I would just say fireworks are optional at this point.

Marcus Martinez:
But wait, just because-

Andrea Rizen:
We do have a quick question

Marcus Martinez:
Oh, go ahead.

Andrea Rizen:
Is it acceptable to only thank owners for their comments but not address questions with an answer? If one board member answers a question, does that indicate that the entire board agrees with that?

Tessa Knueppel:
That’s a great question. You are under no obligation to answer questions. You can thank somebody for their comment. You can make a note of it. You can say, “We will think about it,” and save that for another time. “We hear you. We appreciate you coming and voicing your concerns. Duly noted.” And if you get into the process of just saying, “Duly noted, duly noted, duly noted,” everyone gets their day in court, their 10 minutes or three minutes to speak about something, it’s noted and that’s really all you’re required to do.

Marcus Martinez:
Yeah, I think definitely, just like it was touched on, I mean when the one person speaks for the board, they are technically conveying a message as a member of the board. So it does sometimes appear like they are speaking on behalf of the board. So when you’re in that open forum and you’re getting put on the spot like that, you don’t know exactly what the rest of the board’s thinking. So it’s always good to just, “We heard what you had to say, we took it under advisement. Duly noted.” And then you can address it at another time when you’ve had a chance to discuss it with all of your board members, perhaps the community manager. Plus maybe they’re asking for something that they want you to get more information on or you just don’t have the information on you at that time. So it gives you more opportunity to actually go deeper into the issue and then address it at the next meeting.

Tessa Knueppel:
Which brings me to a thought, do not talk to them about it afterwards because as a board member, even if you’re not in a board meeting, you are still the face of the board and the association at that time. So anything that you say could appear to be the position of the board and you want to make sure that you don’t have the appearance of speaking on behalf of the entire board or maybe the rest of the board doesn’t feel that way. So you don’t want to be then held liable for acting on behalf of the board when the board doesn’t agree with you. Or maybe you think they do, but they actually don’t.
So I would just caution you, even outside of the board meetings, to not engage specifically on those topics because you could then potentially be held liable if something goes south because sometimes they do. And if there’s a lawsuit that comes from it and that person says, “Well, I talked to Marcus and he was on the board and he told me it was okay to do this,” then you might be acting outside of your scope of your board authority and the insurance might not cover you for the association if you do that. So just be aware of that too. Okay.

Marcus Martinez:
So we ended the open session, but wait, there’s more. You can also go into what’s called an executive session, which is a closed meeting, right, Tessa?

Tessa Knueppel:
Yes it is.

Marcus Martinez:
So what types of issues can be discussed during that executive session?

Tessa Knueppel:
Anything you want. Legal advice from some of your favorite Carpenter Hazelwood attorneys. Pending or contemplated litigation. We don’t want to comment on pending or potential litigation in an open forum in the open meeting, not a good idea. So save that for executive session. If it’s something that would fall under the category of personal information about an individual homeowner or board member, even an employee of the association, we don’t want to talk about that in an open meeting. Save that, it’s personal health or financial information for any member, that’s executive session only. And employee matters, so I just touched on that too. It might be about a vendor, it might be about someone from the association management company, anything like that, keep it executive.

Marcus Martinez:
Yeah. The other reason that we will see that you could close the meeting or what will usually reserved for executive session would be appeals from owners. So this would be somebody receives a notice of a violation, they want to dispute it, they want to discuss it with the board. That is typically reserved for an executive session. It probably falls under the personal health or financial information of a member anyway.

There is an option, there’s a caveat that owners can opt to do this in an open session. I just recently had one of those. There was an owner that was appealing a suspension and they would prefer that it was actually in open session. So that would be one of those exceptions. Everything else that is outside of these categories, save it for your open session as best as you can. 99% of the stuff that you do should be done in open session unless it falls into one of these categories. Like we said, just do as much as you can in that open session. That’s why this whole seminar is all about trying to get the most out of every single meeting that you have. Also, when you do go into your executive session, keep everything confidential as best as you can, especially when you’re dealing with things that involves legal advice from an attorney or any pending or contemplated litigation.

Some of the most common mistakes that I see with clients when it comes to the executive session. One, it is okay to discuss the attorney’s advice regarding a vendor contract in executive session. However, it is not okay to approve the same vendor contract in the executive session. That is something that should be reserved for the open session. It’s something that should be done open, everybody should be aware of it, be as transparent as possible with it.

And probably one of the other questions we get the most, what complications can arise if a board member doesn’t keep confidence? Well, depending on what exactly the board member is doing to break that confidentiality, possibly attorney-client privilege would be a personal liability. Could also lead to some sort of a litigation. As Tessa touched on a little bit, you do have a director and officer insurance, however there are certain wrongful acts or acts that are against your fiduciary duties to the association that could result in personal liability to yourself. Board members can lose their protections under the Nonprofit Corporation Act if they disclose the things that you talk about during executive as well.

So usually what managers will come to us and ask are what are some of the remedies that we can do if we know that a board member is not keeping everything in confidence? And one of the things that you could do is you can have a board training and that would be to educate them on what it means to actually keep all these things confidential. What it looks like when you’re actually receiving all of these things in executive. Where we get all of our authority to do it. If things get beyond where they continue even after you try to do some sort of a board training or education, you may have to look into doing a cease and desist letter. So that would be coming from our office telling this board member, we need you to keep the association’s business confidential because of the type of information that you are receiving.

If that does become ultimately not curing the situation, we could also look into what’s called a recall. So a recall would be a vote by the members in order to remove a member, which is all done by statute. So it’s completely laid out there. Talk to your attorney if you think that this may be an issue in your community.

Tessa Knueppel:
And of course, that’s not our first choice, is to recall somebody. That’s our final step when we’ve tried everything else.

And when Marcus was talking about education, we can do board trainings, we can have board protocols sent in advance or in response to some of these issues. Maybe you have been operating without a board protocol just fine, but you’ve found out that recently there’s been a board member or two that’s been schmoozing with some real estate agents in the association and saying, “Let me tell you all the issues with all the neighbors over here on this block.” If it’s something that we can respond proactively to, we’ll do that.

And then yeah, even before the cease and desist, we can send a friendly letter. We’re good at being nice sometimes if we need to. So we can always send a letter out and we can address it to the entire board. We don’t need to single anybody out and just say, “Hey, here’s a friendly reminder. This is what your obligations are. Please, please don’t break confidences, don’t do X, y or Z,” whatever the situation might be and we can just take it from there. So let us know if you’re running into any of those issues. The sooner the better.

Marcus Martinez:
Sooner the better.

Andrea Rizen:
We do have a question.

Marcus Martinez:
Yeah, go for it.

Andrea Rizen:
What if you have a board that makes a case for everything to fall under executive, such as an audit that they’re seeking a legal opinion on in order to prevent it from being discussed in open session? Specifically, what is legal advice? Because could be done on any item on the agenda. Where do you draw the line?

Tessa Knueppel:
Well-

Marcus Martinez:
That’s a great question.

Tessa Knueppel:
That is a great question. And so that’s sort of what Marcus touched on earlier as far as you can discuss in executive what legal advice you received or that you need or ask one of us to come to your executive session and discuss that and that would be private. And we don’t want that to come out during open meeting because we don’t want anything to somehow open it up to not having that attorney-client privilege. Even if it’s just about that particular topic, we don’t want to go there. However, it’s the same thing with the vendor contract. We’re not going to approve the vendor contract in executive session. We’re only going to discuss any potential legal ramifications or personal or financial information that would have to do with individual homeowners in executive session. And then absolutely, it needs to be voted on in an open meeting. It can’t be voted on and completely decided in executive session for something like that.

Andrea Rizen:
One more quick question, are separate minutes kept for executive session?

Marcus Martinez:
Yes. So under the statute, any meeting minutes that are actually taken in executive session are not subject to inspection the same way that all of the other records are under the statutes for the Condominium Act and the Planned Communities Act. But yes, you do also want to keep meeting minutes for your executive sessions as well. There, see we have a question, I have a hand up over there.

Dragos Neagu:
I don’t know if it’s really related to this, but it’s something that I need to ask. For board members like myself, not having a conflict of interest of my own business, which is, for example, real estate and marketing, having that perceived as soliciting from the neighborhood. How do I keep that separate so that it doesn’t look I’m abusing my position.

Marcus Martinez:
So just like you did just now. I think whenever you feel that you have a conflict of interest, the best thing you can do is disclose of it as quickly as possible. So I mean, if you’re making everybody aware of it, that is the best way. I always recommend, especially if somebody has a conflict of interest, that they abstain from voting on anything that may actually affect that conflict of interest. So let’s say that your association is saying, “We want to have only certain realtors in the community,” and you’re on the board. We clearly don’t think that you are going to have the most unbiased to vote in that sort of a decision. So the best thing that you would be able to do is be like, “Look, I’m a board member, I’m also a realtor in the community and I’m one of the people that is actually trying to get to the privilege to be the realtor for the community. So I’m going to abstain from voting on this topic.”

Dragos Neagu:
Okay.

Tessa Knueppel:
I don’t think you would, but I wouldn’t use board resources or association resources to promote your business. But it doesn’t seem like that’s going to be a problem.

Dragos Neagu:
No, no, I don’t. But I do… Just, it’s a small community and we meet people and we just start naturally marketing to them.

Tessa Knueppel:
Yeah, no, that’s part of your job and that’s completely understandable. And as long as everyone knows if there’s a conflict in a vote or anything like Marcus said, then you should be good.

Dragos Neagu:
Okay.

Marcus Martinez:
All right. So in line with, we went over all of the open meeting stuff, we went over the closed session stuff. Now let’s talk about just one little exception and that is taking actions outside of a meeting. So there are two really big exceptions I just want to make everybody aware of. Keep in mind these are emergency or use as sparingly as possible. So an emergency meeting to me, what qualifies as an emergency? I would say, let’s say that you have a pool and the pool has sprung a leak and there is a pipe that is now pouring water into the common area. That would be an emergency where you would all need to come together as a board of directors to address it. I mean, we just simply don’t have time in that sort of situation to get together, notify everybody 48 hours in advance, do an agenda, get an action item together, and then finally hire a plumber to go deal with that leak.

So what you can do is when you call an emergency meeting like that, you can address an issue like that one that needs that urgent attention. And what I always recommend to all of my clients is that you ratify that action at your next board meeting. So just being as transparent as possible, you would also just say, “Look, the board had to get together. We had to address this thing. This is what we did. We’re recording in the meeting minutes right now to ratify it.” And that’s probably the safest way when you’re dealing with those emergency meetings. I recommend the exact same thing when it comes to unanimous written consent. So you can take actions outside of a meeting if you have unanimous written consent. It is allowed, it’s permitted under the Nonprofit Corporation Act. This should be used sparingly. Like I said, we don’t want you to be taking every single one of your actions by unanimous written consent.

And if you do have to use this for whatever reason, sometimes you have an instance where boards aren’t meeting as often, or like we said, you have an emergency situation, maybe a person’s not physically in the state and you want to call them in on the phone, that would be proper to be able to use the unanimous written consent. Like we said, use it. Do not abuse it. Sparingly. Also, just want to keep in mind unanimous means unanimous. That means every single person, nobody can abstain and nobody can be left out. You need everybody to sign off. Anything else you want to touch on with that, Tessa?

Tessa Knueppel:
I think that pretty much covered it.
Okay. I know we’re running out of time, so we’re going to try to get to some of the things that don’t go as planned. We’ve got a one-minute video for you.

[A video plays of four people in an office having an unproductive meeting.]

Speaker 8:
All right. I’m not sure where Adam is, but we really need to get started. As you can see from the agenda-

Speaker 3:
You got it. You got it. Dan, that’s awesome dude. Let’s get reservations first. Yeah. I got to go. I got to go. I got to go. Bye. Bye.

Speaker 8:
Hey, now that we’re all here, let’s get moving. Okay Burbs, what is the status of the website redesign?

Speaker 9:
Looks like everything is on track. We’re waiting on a few design assets. We should have those soon and we’ll be ready to launch by [inaudible 00:50:54].

Speaker 8:
Oh, that’s great. Okay, please-

Speaker 3:
You know what would be hilarious? If we have Rick Astley, never going to give you up. Never going to let you down. Epic. Epic.

Speaker 8:
Amy, can you give me an update on the Carter Johnson project?

Speaker 4:
Super close. We’re just wrapping up a short video that can go on their website and-

Speaker 3:
[Inaudible 00:51:17]. All right, we’ll get a kiddie pool. We’ll make a viral video. We just make viral hack. Okay? Sharks and lawyers and they’ll swim. It’ll be hilarious. [inaudible 00:51:32].

Speaker 4:
I don’t get it.

Speaker 8:
Adam, we cannot do that, okay? For so many reasons, we cannot do that? Okay. Just give me an update on the marketing campaign.

Speaker 3:
I’m still looking. I’m a little behind and just haven’t [inaudible 00:51:53].

[Video concludes.]

Tessa Knueppel:
Okay, so quick pop quiz. It’s open session. There’s someone present that might be heckling you a little bit disrupting the meeting. Just in the comments, A through F, what would you do? Ignore the owner, engage or argue with the owner, allow the owner two to three minutes to speak, allow them unlimited time, adjourn the meeting or you would do something else?

Marcus Martinez:
I think most managers can probably resonate with the lady in red there, just having to deal with somebody who’s being so disruptive, whether they’re on the board or not. Oh, goodness. So Tessa, if you were going through this, do you think that there’s one answer or do you think there’s multiple answers to this one?

Tessa Knueppel:
Definitely multiple. I think it’s going to depend a lot on is this a one-time heckler or is this the person that comes to every single meeting and tries to disrupt? Is it something that is on the agenda for later and you just want to push it off until later. Sometimes we’ve had to adjourn meetings. If someone is being so disruptive that you cannot get anything done, that is unacceptable. Everyone here that’s on board is volunteering to do this and working their hardest to get this done, and you do not have to sit there and get yelled at or… community managers too, but you don’t have to sit there and yelled at and not be able to get anything accomplished.

So I’m not saying adjourn the meeting, the second someone starts to get loud or in your face, but use your discretion and you absolutely have the power to adjourn the meeting after asking someone to stop, after giving them a warning that, Hey, this meeting’s going to be over if we can’t conduct our business, because you won’t stop talking. And then actually end it. If you say that you’re going to adjourn it and then you keep going, you’re lose your credibility. So if you adjourn, then the next meeting is going to be a lot more simple because they understand that you mean business and they’re not going to do that again because they don’t want to show up and then have their meeting taken away from them. So that’s always something.

I would never pick D. But we’ve talked about that a lot and I know that we’ve gotten a lot of votes in, so hopefully no one picked D. I don’t see any Ds. Refer to the board protocol and meeting rule.

Marcus Martinez:
Oh yeah, that’s great.

Tessa Knueppel:
Love this. Love that. Okay.

Marcus Martinez:
Yeah, as a general rule, I mean, you definitely can’t ignore them. Engaging and arguing is probably only going to make it worse. Allow the two to three minutes to speak, I would only recommend this if you actually establish that ground rule ahead of time, whether it be in the meeting notice or not. Allow unlimited time. We definitely don’t have to allow unlimited time. Plus, I don’t know how we could allow unlimited time. Adjourn the meeting, just like Tessa touched on, it has to come after multiple warnings, and the disruptions have to be to the extent that is preventing the association’s board from conducting business.

Tessa Knueppel:
And let’s talk about that really quickly. Not to disrupt you. I’m trying to click to the side. Did I mess that up?

Marcus Martinez:
Go. There you go.

Tessa Knueppel:
There we go. Okay. If someone comes disruptive, have a plan in advance to address it. That’s one of the reasons why you’re here today is to think about this stuff in advance. Courtesy warnings. The mute button on Zoom is a beautiful thing. I encourage you all to use it. You can kick them off of a Zoom. You can ask them to leave the meeting. That can be difficult. Don’t want to put yourself in a physically confrontational position with that. That’s why sometimes they recommend just ending the meeting, but sometimes it works. Yeah, definitely at least ask them to leave, and if they don’t, then that’s on them, not you. But yeah, guidelines for virtual meetings. Test your technology in advance. And yeah, mute button is key.

Marcus Martinez:
Now that we talked a little bit about disruptions. Let’s talk a little bit about keeping our meeting on track. So a lot of the times this usually falls on the manager, but sometimes this will fall on whoever your chairperson is that’s running the meeting. So like we mentioned, if you have a particular association where your meetings are taking abnormally long or you’re getting stuck on different agenda items, to keep the meeting on track, we always recommend to allocate specific time slots for each agenda item. You could cap it or you could say when we’re going to start it. So it gives you a hard start and a hard stop for all of your topics as you go. Use a timer if necessary, just like Tessa mentioned, a big shot clock just looking at Adam right in the face saying, you are going to be under this time no matter what, and they can see it ticking down to wrap it up as quickly as possible.

If your meeting does happen to get stuck on an action item, there’s always three options that I recommend to board members because they want to know what do we do? We’ve just been talking round and round and round about this. One thing you can do motion to table. You could table it until your next meeting. It becomes old business on the agenda for the next one. You could have a motion to vote. You could feel that the discussion has gone on long enough and maybe it’s time or proper for us to actually just vote on the thing. Or you could do a motion to extend the discussion. So I mean, if you have those hard stop times and you’re running up against them, these could be three options that maybe your board has to actually choose when you run up against that stop time.

Tessa Knueppel:
Yeah, like we’re doing right now. So we’re going to keep on moving. So you survived. Now what? You have a post-meeting follow up. You want to make sure that you distribute the finalized meeting minutes to the board for revisions if necessary. Make sure you include action items and deadlines for the next time. Again, draft meeting minutes are not association records, so they’re not an association record until it is finalized, which means until it’s approved. So you do not and probably should not disclose or distribute your draft. You want to make sure that everyone is on board with whatever the notes are, make sure that they’re accurate, and then they become part of the record.

Marcus Martinez:
Sounds good.

Tessa Knueppel:
So what can your favorite Carpenter, Hazlewood, Delgado & Bolen lawyers do to make your jobs easier? First, I wanted to just touch very quickly on safe harbor and business judgment. I love talking about this because you guys get to rely on us as experts, as agents, as your attorneys to help you make the right decisions. And that way if someone gets unhappy with the decision that was made, you took the advice of legal counsel and you had a good faith basis to take that advice. And courts generally uphold those decisions too. And that doesn’t just work for attorneys, of course that works for your arborists who are inspecting your trees, and if a tree falls, well, you were relying on an arborist to make the determination and that therefore hopefully will work out. So that is the safe harbor and business judgment rule, which is why you should come to us.

We can draft board protocols like we talked about a bunch, board member codes of conduct and what I like to call association member expectations. Sometimes they require a document amendment to be legally enforceable. However, having something written out that’s handed out in advance, even if it’s not legally enforceable to the full extent that your governing documents want it to be, it is still extremely helpful. It goes along with an agenda as you have something to follow along with, you know what’s expected and what won’t be tolerated, and it just puts people on notice of this is the behavior we want. And it’s not just behavior. It’s also here’s how we are going to run the meeting from start to finish every single time. And it’ll make your jobs easier, it’ll make these board meetings so much more enjoyable and it’ll become effortless to a certain extent of just running the meeting.

Marcus Martinez:
Yeah, just want to touch on with board protocols or code of conduct or member expectations. It’s all about, just like we said, just setting those expectations for your meeting, for your board members as well as for your members that are in the audience. And one of the great things about a board protocol is if you have a situation where an entire board has turned over, you have brand-new newbie boards of directors that need a little bit of board training, please contact us. Or you could have this board protocol and just be like, “Look, this is how the meeting is run. We usually have this chairperson, we have this person to take the meeting minutes. This is how we do our agenda. This is how we do our executive session.” So it is a great way to get people all on the same page literally when they’re trying to learn how a meeting is actually done properly, and it gives you something to refer back to if you ever run into any issues.

Tessa Knueppel:
All right. Please feel free to reach out to us. If you have any questions now, we’ll stick around for a couple minutes, but thank you all so much for joining us for your lunch hour. And yeah, we look forward to hearing from you. I’ll hang out with Marcus if anyone else has anything pop up.

Andrea Rizen:
We did have a question. So when should board members claim a conflict of interest and should they vote if there’s a conflict, even if they’ve settled the conflict prior to the vote? Do they participate?

Tessa Knueppel:
Disclose it as soon as you can. I wouldn’t even wait until it seems relevant. I would just disclose it. I don’t know how we would get away from that with a vote. It would have to be on a case-by-case basis, I think, as far as whether or not you’d be okay to partake in that vote. What do you think?

Marcus Martinez:
So I think touch on some of those fiduciary duties, you have that duty of good faith, duty of loyalty, and I think those go hand-in-hand with the conflict of interest. I mean, if you can say that you are actually putting the… you’re acting in the reasonableness of a director in similar position and you’re putting the good faith effort that it is in the best interest of the community, then I would say that you would be able to vote on it. However, if there is a conflict, my recommendation to that board member is always to abstain and to disclose the conflict as quickly as possible. So sometimes conflicts, you can’t necessarily just disclose and vote your way out of. I mean, my recommendation would be on the conservative side of-

Tessa Knueppel:
When in doubt, abstain.

Marcus Martinez:
… when in doubt, yeah, abstain from it.

Andrea Rizen:
Okay. There’s one more question that we had. It is, “Given today’s technology, can a board have an emergency meeting or vote via email?”

Tessa Knueppel:
That is a great question. We were having a lively debate about email meetings beforehand. I would say it is a split decision on how we want to go about this. I think if it’s an emergency and it needs to be in an email, keep it to that specific topic, that specific date, but you do not want to rely on emails to have meetings in general. We run into issues with notice requirements and things like that. It becomes tricky. So if it’s something that is a quick vote where, like Marcus was saying, no one is abstaining from the vote, everyone is responding and it’s a unanimous vote, then through an email in an emergency situation, I’m okay with that. Are you?

Marcus Martinez:
Yeah, I think if you’re going to have an emergency situation and you’re going to have a meeting over email, I think that would probably be okay. It just depends on the situation, how have you done it in the past? I mean, have your attorney involved so that way they could look over if it actually falls into an emergency meeting situation. My recommendation is if you have an emergency situation come up, you need to make a decision or take an action, unanimous consent in writing. If you do have to do it as just an emergency meeting outside of a regular open session, make sure at your next open session that you ratify that in your meeting minutes. And like we said, it’s just being as transparent as possible on everything. Save absolutely everything that you can for the open forum. But again, if you do have to resort to one of those, use it very sparingly and make sure that you ratify at your next meeting.

Andrea Rizen:
We have a real quick from Frances. You have your hand up?

Frances:
Okay. Do you have to notice that emergency meeting like to all your property owners? And if you have to notice it, then if you’re just emailing them, I mean your members, your board members, how can anybody join? Or is that not an issue? Do you understand my question? It’s roundabout, but if it’s an emergency meeting and you’re going to do it by email, do you have to notice your members? And if so, what are you noticing them, just the issue that you’re voting on?

Marcus Martinez:
Well, I mean, I always like to lean on the side with clients that the more you do, the better. So I mean, clearly if we can provide some sort of a notice or some sort of a heads-up, that would be great. But being that it’s an emergency, the character of it is so urgent that maybe you don’t actually have enough time to get it out. Of course, if I ever have a forum of the directors getting together, I would consider that a meeting, which would require notice. However, like we said, there are a couple of exceptions that you do have authority by statute through the Nonprofit Corporation Act. Also, check your governing documents to see if there’s any exceptions in there. But for the most part, like you said, I mean, how are we going to provide notice? And if we do provide notice, what are we providing notice of? So Tessa, what do you think?

Tessa Knueppel:
Yeah, as far as Frances, what you had mentioned about how other people would join, this would just be an email thread between board members and your community manager. So we don’t have to worry about a homeowner trying to join in on this email conversation. It’s just going to be a limited correspondence to address a specific issue. And that’s it. And yeah, if possible, send out an email notice to the rest of the association with all the statutory requirements of we are noticing this emergency meeting, given the nature of the circumstances… you don’t have to say what it’s about, but given the nature of the circumstances, this is an emergency meeting that is being conducted briefly via email correspondence and leave it at that.

Frances:
So are you-

Marcus Martinez:
It’s a split as to whether or not emails are actually considered a meeting between all of the directors. On the one hand, there’s people that say that if you get together on an email and you’re discussing association business, that would qualify as a meeting. There’s on the other hand that these are more notes that are being passed back and forth, and all of the actions are actually being done inside of the open forum. Like Tessa said, use your discretion. And then in any opportunity that we can, of course we want to notice and we want to have… If you feel that something is so important, just save it for your meeting. I mean, we want everything as much… as we can. We want to pull that into our open meeting as possible.

Tessa Knueppel:
If you do have to rely on email for something-

Frances:
Well, I’m a bit advocate-

Tessa Knueppel:
… make sure that you can set up a separate association email that’s specifically for these types of things. Email address.

Frances:
Okay. I understand all of that. But what I’m saying, because I’m an advocate of noticing everything, but if you send out an email, and not everybody is going to be at a meeting on Zoom, you’re hoping to catch them after work, at lunch, at whatever, is it literally an emergency meeting or is it you’re noticing them that there’s going to be an email vote that, “John made a motion and Susie second the motion that we award the contract to repair the dangerous steps. Everyone must reply by five o’clock today,” but there’s no meeting of the board?

Marcus Martinez:
So there’d be a very, very narrow instance where the emergency meeting would actually be something that you could resort to, typically because of, like I said, the urgency of it, you probably would not have open member participation in the same way that you would at an open forum. If you did the unanimous consent in writing. You wouldn’t necessarily have to notice that to your association when you’re actually making the decision. But like I always say ratify it at your next board meeting, so it’s included in your meeting minutes so that way everybody is aware that something happened outside of the meeting. Does that help or am I still missing?

Frances:
Well, we would do that, but my confusion is we’re not having a meeting. We’re not all meeting together on Zoom as the emergency. We’re on an email, not a chain. We ask everybody to respond independently, but there’s nowhere for community members to join us because certainly not going to send that motion out to the whole 286 community members.

Tessa Knueppel:
So these emergency meetings that we’re talking about are for executive session business, so it’s not ever going to be opened up to the rest of the membership for something like this.

Frances:
Well, can’t you have an emergency meeting… We meet every two months and let’s say with this past rain that something happened and flooded, that’s an emergency meeting and we have to send out an email to spend $2,000 to unblock the wash so that the floodwaters can go away. Please respond with your approval of spending $2,000 out of the contingency fund. That’s not an executive session. That’s just a need, an emergency.

Marcus Martinez:
Correct. So I think what you’re describing is more of the unanimous consent in writing to make a decision outside of a meeting. We’re talking about more of, let’s say that you couldn’t get unanimous consent for whatever reason, and you needed the board to come together to get a vote to actually get that expenditure passed. So you’re right, there probably wouldn’t be meeting notice for… We would like to if we knew or we had enough time ahead of it to send out notice. However, if it’s just not practical or not feasible, then my recommendation, do the business that you’re going to conduct, ratify it in your next meeting, in the meeting minutes.

Frances:
Got it. Thank you. That clarifies it. Appreciate it.

Tessa Knueppel:
Yeah, that was a great question.

Andrea Rizen:
Awesome. Thank you guys. We’re out of time. We’re going to have to wrap up the seminar. But thank you all for joining us.

Tessa Knueppel:
Yeah, thank you so much.

Frances:
[inaudible 01:10:55].

Andrea Rizen:
Great job, guys.

Tessa Knueppel:
Thank you. Have a good rest of your day, everyone.

Speaker 10:
Thank you.

Andrea Rizen:
Bye-bye.