Homeowners associations conduct business through their directors and the various people who are designated as agents or employees of the association that may be delegated certain responsibilities and authority to act on behalf of the HOA Board of Directors. Although agents and employees, such as management personnel, may be delegated responsibilities and authority, the ultimate responsibility for their actions lies with the HOA board of directors. When an HOA board of directors acts on business of the association that does not involve an emergency, it does so collectively at a proper regularly scheduled or specially noticed meeting of the HOA board of directors. Separate and apart from the regular and special meetings, the associations directors can take collective action at any time to address emergency situations.
Establishing the Agenda for a Board Meeting
The business that is conducted at a regular or special meeting of an associations board of directors is decided in advance of the meeting and is placed on a written agenda for the meeting that is then circulated to all of the associations members along with the notice of the meeting. The purpose of creating and circulating the agenda in advance of a meeting is to make all association members aware of the items of business that are going to be considered and acted upon at a particular meeting. As most board meetings are open to the association members, any member who has an interest in a particular item of business that is on the agenda for a meeting can then attend the meeting to observe the action that is taken and offer their thoughts about the item of business in the open forum session of the meeting.
Who Determines the Agenda Items?
Each director of a homeowners association has a right to bring items pertaining to the business of the association before its board of directors. Typically, the common items of business to be addressed at a board meeting are set forth on a draft of the agenda by a designated officer (i.e. president or secretary), or a manager of the association, and then circulated to all of the directors who may then propose additional items for inclusion on the agenda for a meeting. No one director or officer can unilaterally decide on the items of business to be included on the agenda for a meeting. If there is disagreement among the directors about including an item of business on the agenda for a meeting, the directors should vote on the issues at a proper meeting and, if the majority votes in favor of it, the matter should be placed on the agenda for a future meeting.
Owner Input on Agenda Items
An effective way for association members who are not directors to have items of business that are of interest to them considered by the board of directors is to submit the item as a proposed agenda item to one or more directors with a request that the item be included on the agenda for a board of directors meeting. If the association has established procedures that require the request to be submitted to the associations property manager, the owner should submit the request to the property manager who should then bring it to the attention of the directors, or place it on the agenda for a meeting if the manager has been granted that authority.
Another way for an association member to get an item of business on the agenda for a future board meeting is to attend an open meeting of the board and bring up the item during the open forum session of the meeting. This will expose the directors and other association members who are in attendance at the meeting to the item of business that is of interest to the owner. Because the particular item of business was not on the agenda for that meeting, the board of directors cannot take action on the matter, but they could decide to place the item of business on the agenda for the next meeting. Then, when the notice and agenda for the next meeting is circulated to the members the item of business should appear on the agenda and it would then be a proper item of business for the board of directors to act upon at the meeting.
Homeowners Associations Should Have a Policy for Owners to Submit Proposed Agenda Items
It is a good practice for homeowners associations to adopt a specific policy relative to the creation of agendas for their board and association member meetings. With such a policy, owners know that there is a process for them to be heard and provide input on homeowners association business. The policy should be circulated to owners along with all other adopted policies of the association and owners should comply with the procedures set forth in that policy in order to seek the inclusion of items of business that are of concern to them on the agenda for a meeting.