Top 5 Takeaways of Effective Board Meeting Strategies
1. Purpose of Executive Session
- Allows the board to take up privileged and/or confidential matters in private
- Examples include legal matters, collections, CCR Enforcement, RFPs and terms with vendors
2. Best Practices for Executive Sessions
- Who should attend? Directors and Management (Legal Counsel if necessary)
- What types of Minutes should be taken? Limit your minutes to basic facts only and refrain from using specific homeowner names and confidential/privileged information.
- When should we hold executive session? The executive session can be held at any time, before or after the open meeting. It’s not required that you reconvene the open meeting following executive session unless you have information that needs to be shared with residents.
3. Best Practices for Open Meetings
- Have an agenda and stick to it
- Take accurate minutes
- Reserve strategic time slot for owners to speak
- Schedule security/peace officer if you anticipate disruption
- Schedule HOA counsel if you anticipate opposing counsel will attend
4. Best Practices for Homeowner Hearings
- Opportunity for owner to be heard
- No requirement for board to say anything
- No requirement for board to issue decision
- No requirement to send decision in writing
- Avoid arguing with owner
- Conclude hearing if possible and begin settlement conference. Try and get an agreement in writing from the homeowner to resolve matter.
5. Using Committees to Improve Effectiveness
- Focuses energy of highly-motivated owners into a productive channel
- Increases transparency of board activity, goals and objectives
- Increases owner involvement in process and can help you accomplish more for your community
- Helps demonstrate sound Business Judgment and avoids concerns over arbitrary & capricious decisions
Bonus Takeaway: The Business Judgment Rule means that a court should not substitute its judgment for that of the director, officer or committee member. A court should not re-examine the quality of the decisions made by the director, officer or committee member by determining the reasonableness of the decision as long as the decision is made in good faith in what the director, officer or committee member believes to be the best interest of the association.
Presentation and takeaways provided by:
Elliott Cappuccio
Pulman, Cappuccio, Pullen, Benson & Jones, LLP
Pulmanlaw.com
This article is a general summary of the information shared at the Mastermind Seminar on Effective Board Meeting Strategies in May 2018 and should in no way replace advice of legal counsel. If you have further questions about any of the topics above, please contact your attorney for clarification.