Board meetings are supposed to follow a certain process, Parliamentary Rules, or Robert’s Rules of Order, as a guideline on how to conduct the meeting. I strongly believe the informality of board meetings diminishes the importance of the process and appears to the membership to be cavalier and non-binding. On the contrary, the resolutions passed at these meetings have a direct impact on the owners and guests! One of the biggest problems is that board members are playing to the audience. Instead of speaking to the other directors, they are either looking at me or speaking directly to the members at the meeting! Frequently, I must remind the directors that we are holding a Board of Directors meeting, not an open forum. The open dialogue with the owners during the meeting is distracting and prolongs the meeting unnecessarily.

At one community I managed, the Board revised the Bylaws to limit the manager’s involvement in the annual meeting to “witness only” the activities at the annual meeting without speaking or participating! For real; this is a true story: They were so unhappy with the prior manager’s involvement in the most recent annual meeting and election that they approved the change to the bylaws so that the manager could not direct, assist, speak, count, guide, or participate in the annual meeting and approved a randomly selected, inexperienced Election Committee to handle the entire process, including a complicated formula for remedies should the difference in votes tallied fall between a 2-5% of the margin and automatic recount triggers. Oh yes, they were serious about their vendetta (with no experience or guidance) and then fired the manager!

Upon accepting the position, I began to familiarize myself with the governing documents and discovered this disaster-in-waiting. A member of the shadow board (y’all know what I am talking about) who was not elected, had apparently convinced the actual board to approve this election process, and I held them to the letter of their law.

The process was a complete and utter disaster. The committee was ill prepared for the process of notification dates and deadlines, proxies, substitution of proxies, ballot envelopes, meeting agendas, counting, calculating the auto-recount formula(s) and organizational meetings. They repeatedly asked for help, I declined as their documents expressly forbade the manager’s involvement. I literally just sat at the back of the room and watched in horror as the dysfunction junction became clear. We did have the Association’s counsel in the room as he was tasked with drafting this madness (against his strong opposition). It was a painful and an obvious mistake that needed to be corrected as soon as a new board was seated, which is exactly what happened.

As I always say, it is never dull.

Endeavor to persevere.

About Tanoa

hellotanoa-bbl-headshot-blueTanoa Lynne Poirier is the Managing Principal at Poirier Enterprises Inc., specializing in the management of community associations, commercial and investment properties, and individual residences in South Florida.

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