Common Misconception #1
The only time the President of the
association can vote at a Board
meeting is to break a tie or in an
election.
Robert’s Rules of Order do provide that the
President of an assembly is only entitled to vote
when the vote is by ballot or where the vote
would change the result, i.e. break a tie.
However, in the community association context
in almost all cases the President of the association
is also a member of the Board of Directors.
In essence he or she wears two hats – one as
an officer of the corporation and one as a Director.
Thus, at a meeting of the Board of Directors
a President of an association who is also a Director
has a fiduciary duty to vote on all issues
properly before the Board.
Common Misconception #2
A Director may abstain from voting
on an issue.
Robert’s Rules of Order provides that a member
who does not have an opinion on an issue may
abstain from voting on the issue. However, in
the community association context a Director
may only abstain from voting if he or she has a
legitimate conflict of interest directly related to
the issue or subject being considered.
An example of a conflict of interest, which would
allow a Director to abstain, would be if the
Board was considering hiring the Director’s
spouse to be the manager of the association.
asserting a conflict of interest must state the nature
of the conflict on the record.
Common Misconception #3
An abstention counts as a “Yes” vote.
An abstention does not count as a “yes” vote and in fact it is not counted at all. Florida law provides that a person who has properly abstained because of an asserted conflict of interest is deemed to have taken no position on the issue.
If the Board is deadlocked because of an abstention then there is no majority and the motion fails.
Common Misconception #4
The Board of Directors may use secret
ballots to vote on any issue they
deem appropriate.
Actually, the only time it is appropriate for secret
ballots to be used is when the Board is electing
the officers.
Common Misconception #5
Members do not have the right to
speak at meetings of the Board of
Directors.
Under Robert’s Rules of Order members of an
assembly have the right to speak. However, this
is not always the case at community association
Board meetings.
In the condominium context pursuant to
§718.112(2)(c), Florida Statutes, members have
the right to attend meetings of the Board and to
speak about all items on the agenda. The
Board may, however, adopt reasonable rules
governing the frequency, duration, and manner
of unit owner statements.
In the homeowner association context, however,
while a member has the right to attend Board
meetings he or she does not have the right to
speak unless the association documents give
members the right to speak at Board meetings.
Common Misconception #6
All motions must be seconded.
Most motions do need a second in order to be
considered by the Board. However, some motions
do not need a second.
Types of motions that do not require a second
include: questions of privilege (i.e.: complain
about the heat, noise, etc.), points of order
(point out a rule violation to the chair), a call for
division (requesting a voice vote be verified by
having members raise their hands), points of
information (requesting more information about
a topic under debate), and objections to consideration
of a particular matter.
Common Misconception #7
All motions are debatable.
Robert’s Rules of Order does not require that all
motion be debated. Types of motions that are
not debatable include: motion to adjourn, question
of privilege, motion to table consideration of an issue, motion to end debate on a main motion,
point of order, a call or division and a request
for information from the chair.
Common Misconception #8
All meetings must be run according
to Robert’s Rules of Order.
This is not necessarily true. First and foremost
there is no law that requires community associations
to operate their meetings according to
Robert’s Rules of Order.
Often times, however, the community association
Declaration, Bylaws or Articles of Incorporation
will require that meetings utilize Robert’s
Rules of Order. However, this still does not
mean that every single technical rule must be
followed to the letter. In fact, Robert’s Rules of
Order provides that smaller assemblies may
operate with less formality.
This would certainly apply to community association
Boards, which generally have from
three to seven Directors. Regardless of what
degree of formality the Board utilizes, it is important
to be consistent in the use and application
of the rules.
Common Misconception #9
Without a quorum, nothing can be done.
In the absence of a quorum, the Board or the
members at a members meeting may not
transact business but they may take measures
to establish a quorum, fix the time to adjourn,
adjourn, or take a recess. Additionally, it
should be noted that there is no quorum requirement
for the election of Directors of a condominium association but at least 20% of the eligible voters
of the association must cast a ballot in order to
have a valid election.
Common Misconception #10
The Board of Directors can exclude
members from attending the Board
meeting by holding an “Executive
Session.”
According to Robert’s Rules of Order, a Board
may meet in “executive session” and thereby exclude
members and keep the proceedings secret.
However, in the community association context
the only time a Board may meet in executive session
is when the Board is meeting with the association’s
attorney to seek legal advice with respect
to proposed or pending litigation.
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