In this episode of CAM Matters, Betsy Barbieux explains the difference between the annual owners meeting and the more frequent board of directors meetings. She also clears up the misconception that board meetings are the place where owners can file complaints and expect the board to act on them.

TRANSCRIPT

Betsy- Hi, I'm Betsy, with "CAM Matters", and today, we will be talking about meetings. I am sure that you have heard some wild tales about meetings, and I'm gonna help you understand the difference between the owners meeting and the board meeting, and what they're really for, stay tuned.

Narrator - Welcome to "CAM Matters", condos, co-ops, HOAs, and beyond. Betsy Barbieux is an information leader in Florida on community association living, rights and obligations. She is an expert on the rights and obligations of owners as well as the association. If you live or are planning to live in the state of Florida, there's a good chance you'll be part of a community association. And by the end of this show, you'll know a little bit more about community associations and why they matter.

Suzanne - Hello, I'm Suzanne Lynn with Betsy Barbieux and it's another episode of "CAM Matters". And Betsy today we're talking about, well, some people might say is not that exciting, but when you're talking about community associated living meetings--

Suzanne - Meetings is exciting.

Betsy- They can be pretty exciting.

Suzanne - Yeah, you know, if--

Suzanne - Where do we dive in to meetings?

Betsy- Well, let's start with first that there are two kinds.

Suzanne - Okay.

Betsy- Okay, let's start there.

Suzanne - Not good and bad?

Betsy- No, not good kind, bad kind, we'll go there later, we'll go there later, what not to do. But let's talk about our communities are corporations, we've learned that in previous shows that these are corporations, and corporations have groups of people who need to meet. Two other groups that need to meet are the owners, and you can call them members, membership owners. Some of your documents, these papers, will call the owners the voting interests. I don't know why that happens. But I'm probably just gonna switch back and forth between owners and members. So, the owners have their meeting, and that is one time a year. Their bylaws will require them to have an annual meeting, and they will do some things there at that annual meeting, one of which will be to elect their board of directors, their new leadership if they choose to. The other thing they will do is vote on amendments to their documents, if there are any. They may vote on some financial matters where they are moving money among reserve accounts, and that can be again, something else we can talk about later and this is the financial part. But basically, the owners meeting is for elections and voting on amendments. Those are the only things really that owners do. They don't get involved in the daily maintenance and operations of the association. And any kind of violation complaints or maintenance complaints that they have should be directed and addressed someplace else, the annual meeting is not where those are addressed. But this is where we see some of those meetings devolve into complaint sessions and--

- 'Cause they get 'em once a year, and I've got you here for this year.

Betsy- And a lot of communities have managers, and those complaints and concerns need to go through management, they're not addressed at the owners meeting. There's nothing that can be done about it at the owners meeting. So, there's no real point in griping and complaining. So, hopefully the owners meet one time a year. The other group that meets is the board of directors. And the board of directors will meet based on whatever their frequency needs are. Some meet monthly, others will meet quarterly, some meet semiannually. If you have a really small community with no amenities, and very compliant owners, then you might not have a lot of need for monthly meetings.

Suzanne - Sure.

Betsy- In our Florida Statutes, owners are allowed to attend the board meetings, but the board meetings are not for them. And this is a huge misunderstanding.

Suzanne - Why is that important?

Betsy- Well, it's important because this is a multimillion dollar corporation, and the board is having its meetings to run a multimillion dollar corporation. So, they're making decisions on policies and procedures and violations, dealing with contracts, dealing with vendors and making sure that things are maintained. It's not an informational meeting for the owners, and that tends to be what they devolve into.

Suzanne - Power?

Betsy- Mm-hmm.

Suzanne - Mm-hmm.

Betsy- And I'm not saying that we don't want to give information to the owners. There are other venues newsletters, websites, weekly, monthly coffees at the clubhouse, there's plenty of other opportunity to give owners information, but the board meeting is not where it's supposed to be.

Suzanne - I gotcha.

Betsy- And part of the reason, and this is gonna upset people, so, I'll just go on and tell people and forget the time that they're gonna be upset.

Suzanne - It just is get it out of the way.

Betsy- Get it out here. At the board meeting, the board should not ever sit in a panel style. When they sit in a panel style, and the owners who are attending sit there, it looks like the board's talking to them.

Suzanne - Right, like they're being served.

Betsy- Right.

Betsy- And they're answering to them.

Betsy- And it looks like the dialogue is this way. Now, where our boards differ from other kinds of boards. Our boards cannot talk to each other about association business, unless it's what we call an open meeting, open to the owners. They cannot make any secret decisions and secret votes and things like that, everything is done in an open manner. That means then, that the only time the board can talk about its business is when it's together at these board meetings. If you're sitting in a panel style, Suzanne, you cannot do business with people whose eyeballs you cannot say. If I'm in the middle of this panel, I'm gonna have to stand up, lean over and go, hey. You know.

Suzanne - You're connected to the wrong audience.

Betsy- Exactly, so I'm going to encourage boards to pull those tables around. You know, how does corporate America sit? At board table.

Suzanne - Sure.

Betsy- They sit with their eyeballs facing each other. So, I want boards sitting so that they can see each other's eyeballs.

Suzanne - That would be kinda like having, when you talk about corporations almost having it set up to where they're facing their employees? That's just not, and when you think of it that way, it's not right.

Betsy- No, and it's not an informational meeting, it is to do business. So, these meetings shouldn't be more than an hour, hour and a half long, they should not devolve into three and four hour meetings. If that continues to happen, how are you ever gonna get board members to volunteer to be on the board?

Suzanne - Right, when you say devolve, what are some of the biggest, most normal topics that get brought up that--

Betsy- I tell you.

Suzanne - Cause a meeting to go?

Betsy - When owners come to the meeting, and they are allowed to hijack it.

Suzanne - Okay, that's the problem.

Betsy- Because the board doesn't know. See, this goes back to what we talked about in an earlier episode, that the board serves the documents, it serves the statutes. It's not a representative form of government, so having all of the owners make these unsolicited comments, drags the board and pulls it in all sorts of different direction. When the board can stay on topic, then business will be conducted. Our Florida Statutes require the boards to produce an agenda of the things that they're gonna talk about. The only things that can be addressed at that board meeting are the things on the agenda.

Suzanne - So, if you get an owner and they're shouting, ignore it.

Betsy - They can't be addressed anyway, because it's not on the agenda.

Suzanne - Okay.

Betsy - And it sounds really bad, but this meeting is not for the owners, it's for the board.

Suzanne - It's not about you. Right.

Betsy- And if I may, let me kind of step back and say that the board of directors has a fiduciary duty to the owners. And what that means on kind of a practical level, why that matters, is fiduciary would be similar to your financial planner. Your financial planner is handling your assets. So, the board of directors is handling the assets of owners, our homes, homes, that's probably the biggest asset a lot of people have.

Suzanne - Absolutely.

Betsy- Your financial planner would never make decisions about your assets without you knowing about it.

Suzanne - They better not.

Betsy- Without you knowing about it.

Suzanne - They better not.

Betsy- In that similar way, then the board of directors cannot make decisions about our assets, without the owners having an opportunity to be there and listen. They don't have input, except on agenda items. So, there are no new things that can be brought up at a board meeting, unless it's on the agenda because of that fiduciary duty. Owners get to know 48 hours in advance, everything, every topic that the board is going to talk about. So, when an owner is allowed to make a comment that has nothing to do with an item on the agenda, that's when they start to devolve. And I'll tell you what those comments are on.

Suzanne - What's them?

Betsy- Maintenance, complaints and violation complaints.

Suzanne - All the time.

Betsy- Neither of which can be addressed at the board meeting. Neither of which can be addressed at the board meeting. It's not on the agenda. And that's a management issue, violations and maintenance, that's management issues, so those should be directed to your manager, or to the board member who is the point person for violations and maintenance.

Suzanne - All right, well, let's dig deeper into this. We're gonna come back and we're gonna talk about Robert's Rules of Order.

Betsy- Oh, okay .

Suzanne - You're ready to talk about them?

Betsy- All right.

Suzanne - All right, we'll be right back.

Suzanne - Okay, so let's dive into Robert's Rules of Order. I don't even know what that means, I had to look at my notes, what is that?

Betsy- It is a system of parliamentary procedures, and where does the word parliamentary come from?

Suzanne - England.

Betsy- England, okay. It was written by General Henry Martyn Robert, in 1876. He's a Huguenot descendant which is British English, so it kinda reads like the King James Bible.

Suzanne - Oh, my gosh, okay.

Betsy- It's a lot, it's a lot. This book is usually referred to in the documents as the way the meetings are conducted. Often in your bylaws, it will say that your meetings are conducted based on the latest edition of Robert's Rules of Order. Quite frankly, I don't remember not knowing about Robert's Rules of Order.

Suzanne - Really?

Betsy- We used these procedures in high school in our clubs.

Suzanne - Huh!

Betsy- So, I don't really remember not knowing about it, but--

Betsy- I haven't been in a lot of clubs apparently. Or I've broken a lot of rules, I don't know.

Suzanne - I just--

Suzanne - Interesting.

Suzanne - Just have a knowledge of them that I sense goes back to high school.

Suzanne - Can I just randomly open it and see what--

Betsy- Sure.

Suzanne - Let's see what exciting information I find?

Betsy- Oh, go over to this page.

Suzanne - Go to that one? Okay, this last one? Okay.

Betsy- Yeah, that one.

Suzanne - "In a board meeting where there are not more "than about a dozen members present some of the formality "that is necessary in a large assembly "would hinder businesses."

Betsy- Oh, stop right there!

Suzanne - Okay, .

Betsy- That is excellent!

Suzanne - Was that a good one?

Betsy- Yes, yes, we didn't even plan that, that was good. Know what she just said right there was--

Betsy- What she just said, is that this book is overkill for our board meetings is what you just said in plain English.

Suzanne - Okay, I feel so smart.

Betsy- This book is overkill. And there are exceptions for the formalities that City Council county commissioners use, there are exceptions to those formalities for our boards. And small boards are considered 12 or fewer, which mostly our boards are. And it allows for informal conversation before a motion is made. And in in our communities, because our boards can't talk to each other before the meeting about issues, then you can't come with a prepared motion like you could at City Council.

Suzanne - Oh, I see, I see.

Betsy- So, they don't know that they might need to take action on something until they actually get to the meeting. So, it allows informal conversation. It allows the chair, the president, to speak and make motions. And our Florida Statutes require that a vote be recorded for every board member president, every board member present, which means the president does vote. And that is a misunderstanding that we have in a lot of our boards. They think that the president does not vote, which is a common practice in Robert's Rules of Order. But we have to weave the statute in that says there has to be a vote recorded of every board member present.

Betsy- So, I'm just gonna throw this as open. Is there ever a conflict between Robert's Rules, and what happens at a, or do they always just mesh, does one override if there's a?

Betsy- They should mesh, except that there is usually one person in your community who knows this book, backwards and forwards. And they will use some obscure motion, or yell something from out there and--

Betsy- They're my favorite.

Betsy- And it confounds and confuses the board president and what I try to spend a lot of time on in my other CAM classes, is teaching managers what to do to bail a board president out, because our job is to make the board president look good.

Suzanne - Sure, sure, and stay strong, yeah. So, one of the things that really stands out to me, 'cause we're starting to wrap up the show, the seating of a board meeting that just makes so much sense, you're not serving the people.

Betsy- The seating of the board is critical. You cannot do business with people whose eyeballs you cannot see. This is not an informational meeting for the owners, so the board needs to sit facing themselves. I didn't mention I don't think, the seating in the owners meeting. And this is gonna upset people, but the seating at the owners meeting there is no board. The board of directors does not sit up front. The board of directors has no collective authority at an owners meeting.

Suzanne - Wow!

Betsy- Board members are owners and they just need to go sit wherever. The chair is the president. The president is the president of the corporation, not just the president of the board. So, the president of the corporation will chair the owners meeting, the president of the corporation will chair the board meeting.

Suzanne - Oh, no kidding.

Betsy- But the head of the room for the owners meeting is likely wherever the chair chooses to stand. Have a lectern stand behind it. If secretary wants to give a report, he or she can come up, give a report, go sit back down, treasurer can come up, give a report, go sit back down.

Suzanne - Lot less formal, yeah.

Betsy- There's no board at an owners meeting. So there's no reason to sit together.

Suzanne - Wow, there is a lot to know. I feel like we're just scratching the surface. And I mean, if I can just put a little plug in for you, if you live in Florida, you need to reach out to Betsy because I'm pretty sure she has this whole thing memorized. No, pretty close, and well you know a lot of stuff.

Betsy- Just the procedures for small boards.

Suzanne - Well, thank you so much seriously. And be sure to subscribe, because there's a whole lot of more episodes that are coming out, we don't want you to miss anything that's already happened. And most importantly, we want you to know why CAM matters.

Betsy- Thank you Suzanne.

Suzanne - Yeah, thank you.

Narrator - Thank you for listening to "CAM Matters". Be sure to subscribe so you don't miss any future episodes. For more information, feel free to email Betsy at [email protected] or visit the Florida CAM School's website at www.floridacamschools.com. Information provided on this show is general in nature and does not constitute legal advice. Please contact a licensed attorney for your specific situation.