Board of Directors and Meetings

July, 1 2021 Published by Toronto and Area Chapter - By Joy Mathews, Lyndsey McNally

Please Shut-up and Sit Down!

From the Summer 2021 issue of the CCI Toronto Condovoice Magazine.

Minimizing Conflict in Board Meetings Through Rules of Order

Do your condo board meetings seem pointless? Do you meet for hours on end just to almost decide something? Are you booking a meeting today, to discuss tomorrow's meeting, to confirm your agenda for Tuesday's meeting? Are you prone to disputes in the boardroom over trivial matters?

Meetings don't have to be so painful! With the right structure meetings can actually be productive AND to the point. You just need a little guidance through rules of order. Rules of order are often not effectively utilized in condos, creating conflict and limiting productivity.

Virtual meetings have made meeting structure even more important. Online platforms can really limit a group's ability to collaborate effectively because they lack the same social feedback that you can get in person through body language and other cues. Participants can feel as though they are interrupting, and so may feel less open to actively engaging with others.

Robert's Rules of Order or Nathan's Company Meetings are probably the most well-known and commonly-used in professional settings. However, there are other rules that can be applied with the same positive results. For condominium corporations, the general operating bylaw may establish what the rules of order should be used. Without a full lesson in applying rules of order, here are some practical tips you can use.

1."The Benevolent Dictator" – the Chair

a. Facilitate, Don't Dictate
The person who by the condominium corporation's by-laws has the right to preside over board meetings is usually the president of the board. However, due to expertise and experience, in practice the condominium property managers tend to hold this role during board meetings.

There are several duties of the chair when it comes to enforcing the rules of order. In particular, the chair must ensure that the meeting is duly constituted, which legally means both notice of the meeting has been delivered to all directors and a minimum number of them are present (otherwise known as quorum).

The chair is required to facilitate the meeting, but often those persons who act as chairs believe that the best way to accomplish this goal is to act in a dictatorial fashion - demanding compliance to their rules, shutting down dissenting views, and ignoring new ideas. None of this is acceptable nor standard practice in law.

In fact, a chairperson should not bring a motion in larger groups as their main purpose as chair is to facilitate the meeting. A chairperson who brings a lot of motions is more likely to be perceived as inexperienced or "power hungry". Alternatively, however, a chairperson may encourage others to bring a motion but not do so if it may conflict with their impartiality.

b. The Basics: What is a "Motion"?
The key to getting things done at a board meeting is by way of motions. Unfortunately, most of the players in the condo industry don't understand the full complexity of motions, which indeed can get quite complicated.

Parliamentary procedure, for example, provides that there are two basic categories of motions: (A) main motions and (B) secondary motions. Within each category, there are also two additional sub-categories within each category: main motions breakdown into (A1) original main motions and (A2) incidental main motions; secondary motions breakdown into (B1) privileged motions and (B2) subsidiary motions.

There is also a hierarchy of motions called precedence which determines which motion takes priority if members call multiple motions.

A full discussion of all of these motions is unnecessary for the standard fare condo board or owners meeting. The key point is that the motion states specifically what the maker of the motion wants the condominium corporation to do.

In this regard, there are six steps to the basic motion:

1: Making a Motion
2: Seconding the Motion
3: The Chair States the Motion
4: Members Debate the Motion
5: Putting the Motion to a Vote
6: Chair Announces the Results

Most of the steps above are obvious but all are important for a fair and transparent meeting. After the first person makes a motion, Step 1, another person is required as a seconder, Step 2, for it to be a "live motion" that has sufficient importance to more than one member. Step 3 requires the Chair to state the motion very specifically which is important to ensure that all members understand what it is that is being voted upon. Step 4 provides an opportunity for all members to discuss the merits of the motion before putting it to a vote, being Step 5. Finally, Step 6 ensures that the approved motion is stated and then recorded in the minutes.

Some flexibility in the application of these steps is reasonable and context based - for instance, not every motion needs a seconder (including a motion to approve minutes or a motion to conclude a meeting once all items of business are completed) or a debate (if it is a trivial matter).

c. Can a Chairperson Bring a Motion? The technical answer is: No. However, in a condominium context that answer changes to: it depends.

As mentioned above, the chairperson's role is to facilitate a meeting. The conduct of a chairperson in a meeting is mandated by the corporation's by-laws. For example, a chairperson cannot hold a "tie-breaking vote" unless this is distinctly provided for in the corporation's by-laws.

Nathan's Company Meetings Rules of Order recommends a chairperson not propose a motion if there are three or more qualified voting members, not including the chairperson, present. However, as condominium boards traditionally are either 3 or 5 members, it appears trivial to have different practices for the chairperson i.e. in a Board with 3 members a chairperson could bring a motion, whereas a chairperson in a Board of 5 members would not be allowed.

Accordingly, a chairperson conducting a small meeting, like a Board meeting, is not legally refrained from bringing a motion or seconding a motion unless this is stated in the condominium's by-laws. It is common practice for a chairperson to not bring motions while chairing a larger meeting, such as an owners meeting, but this principle should not be strictly applied in smaller meetings such as a meeting of the Board of Directors of a condominium corporation.

d. Effective "Chairing"
In order to chair an effective meeting, there are several key issues. The main one will be effective communication skills, both verbal and non-verbal. The nonverbal skills are listening, observing, and sensing the mood of the group. More than half of what is communicated is communicated nonverbally.

Also, preparation in advance to any board meeting will assist the chair facilitate the discussion. Becoming well-versed on issues that are up for discussion, anticipating any potential question that could be raised, and ensuring that all relevant documents are available during the meeting will save considerable delay time during the meeting.

2. "Hey, man, where is everyone?" - Stick to the Agenda

a. The correct order for agenda items
Saving time during the meeting is actually spent before the meeting by setting an agenda. An agenda or an order of business for a meeting will provide both direction and clarity to the purpose of the meeting... that is, if it is followed.

Often, board's deviate from a set business agenda based on a particular personal agenda.

Once a meeting is "duly convened", which means that both notice and quorum requirements have been satisfied in accordance with the condominium corporation's governing documents, then the first item of business should always be to approve the minutes of the previous meeting. In this regard, the use of the three "a" words sometimes cause confusion - accept, adopt, and approve - however, they all mean the same thing. All three words reflect that you are making the previous meeting minutes part of the official record of the condominium corporation.

b. How to Keep Moving?
The importance of a good agenda does not end with its preparation. And while the chairperson plays a big role in ensuring that all participants have a chance to be heard, all members are accountable to make sure that they come prepared for the meeting so that everyone can constructively participate.

So what does this mean? First, all members should review the agenda and any supporting documents. Any questions should be addressed either before the meeting or during the meeting so that all members understand what is being asked of them. If you are required to vote on an agenda item, consider if you have all the information you need to make a decision. If you don't, ask for it in advance of the meeting.

Once the agenda is moving forward, any changes to the agenda should be subject to a vote of the members. This will ensure that a particular agenda item does not receive priority without consent of the majority of the members.

Using "timed" minutes is also an effective method for the chairperson to keep track of the meeting and provide clarity to all members of the importance of the item. Agenda items that only require a vote or minimal discussion should not absorb a disproportionate amount of time during the meeting.

c. New and Old Unfinished business
When it comes to board business "New is not Old, and Old is not New". The idea of old business is actually mislabelling a category in the Rules of "unfinished business". Unfinished business is clearly business that was started but not yet finished. Why is this important? Well, unfinished business should be given a higher priority than new business. New business is relatively straightforward and is anything that doesn't fit anywhere else.

3. Quickly shut-down rudeness (with Love) - The Debate

a. "Be Seen & Heard!"
An effective board meeting requires that the basic principles of democracy are applied at all times: free and open discussions with full participation. The role of the Chairperson is critical during debate and should initiate corrective action if the debate gets derailed or too personal.

Speaking one at a time seems to make sense - just do it! In fact, the general rule in parliamentary procedure is that no member may speak more than two times on any one motion and each of those speeches is limited to 10 minutes. A similar approach can be applied to board members by limiting "speeches" to 3 - 5 minutes (with few exceptions, there is nothing worth 10 minutes worth of discussion in a condo….).

If you feel strongly that others in the meeting should support your point of view on a particular topic, take some time in advance to make notes for yourself on how best to present your thoughts.

And finally, if for any reason you need more time to review the materials, ask the person responsible for distribution to give you more time in the future (but be reasonable about the expectation!).

4. "Democracy is Messy"

Here's a thought that we often don't address as it relates to conflict in the condo board room. The whole point of having a board instead of an individual making decisions is that each person on the board brings their own point of view. Conflict is supposed to happen. What you really want, is to manage that conflict effectively to prevent disputes.

When majority rules, someone is bound to be less than happy about the results. So please try to remember that it is okay to disagree with someone's point of view, but that it is important to do so respectfully. Also, get comfortable with the idea that you might get outvoted sometimes. Being prepared for the meeting (see above) will mean that you can effectively state your position, and collaborate with your peers.

5. "Best Practices" - Quick Tips for Successful Board Meetings

a. Agree to rules in advance of meeting.
b. Preparation, preparation, and preparation.
c. Use "timed" agendas to avoid spending too long on any one item.
d. Chair controls the flow, but not as a dictator.
e. Changes to the proposed agenda should be subject to majority vote.
f. Be ready to use motions effectively.
g. Ensure that all members have a chance to talk.
h. Keep discussions short and to the point.
i. Respect differing viewpoints.


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