“Order in the Boardroom: A Legal and Practical Guide to Professional Meetings” – Community Trends
For community associations across New Jersey (and beyond), board meetings are the nexus of governance, but they can also be a flashpoint for conflict and turmoil. From a legal perspective, the conduct of these meetings is of critical importance. Well-run meetings see dedicated volunteers collaborate to make thoughtful, effective decisions that enhance and better their communities. Poorly run meetings, however, can devolve into chaos, where passionate disagreements escalate into personal attacks, procedural rules are ignored, and the association’s business grinds to a halt amidst anger and frustration, depriving the community of forward progress. In other words, things simply don’t get done.
This erosion of decorum is more than just unpleasant; from a legal standpoint, it is a liability. A dysfunctional meeting environment can lead to poor decision-making, lost opportunities to obtain successful votes, and a breakdown in the exchange of information to the members. When professionalism is lost, so is productivity and trust.
The good news is that chaotic meetings are not inevitable. By establishing a clear framework built on preparation procedure, and formally adopted standards of conduct, any board can transform its meetings into the efficient, effective, and professional proceedings they are meant to be. This guide offers a comprehensive approach to maintaining decorum and ensuring a board can focus on its fiduciary duty: serving and enhancing the community.
The Foundation: It All Starts Before the Meeting
The single most effective way to ensure a professional meeting is thorough preparation.
- The Agenda as a Roadmap: A detailed, timed agenda is essential. A vague agenda item such as “Landscaping” is an invitation for an unfocused discussion. A clear, concise agenda item is specific and action-oriented: “Discussion and Vote: Approve Landscaping Proposal for Front Entrance Renovation (15 minutes).” This provides clear guidance as to the topic to be addressed and the time that will be dedicated to the topic. It will limit unnecessary or irrelevant questions and allow the board to efficiently and effectively move through the association’s business.
- The Power of the Board Packet: The agenda should be accompanied by a comprehensive board packet containing all relevant information the board members would need during the meeting. This includes meeting minutes, financial statements, the manager’s report, committee reports, and copies of any bids or proposals to be discussed. Including a procedural “cheat sheet” for board members guiding them through the motion process is a simple, yet effective way to maintain a meeting’s flow and professionalism.
The Key Players: Defining Roles for Success
- The Role of the Chair: The Conductor of the Orchestra: While every member shares responsibility for decorum, the board president, as the chair, has the most critical role. The chair is not a dictator, but a facilitator. Their primary function is to guide the meeting according to the established rules and ensure the board accomplishes its business efficiently and fairly. A successful chair starts and ends on time, sticks to the agenda, models a calm and respectful tone, and ensures all voices are heard.
- The Crucial Role of the Community Manager: The community manager is a vital partner in maintaining order. It is imperative that the board and the manager have a clear understanding of their respective roles. The manager is the board’s professional advisor and agent, not a member of the board or a referee for interpersonal disputes. The manager’s role in a professional meeting includes:
- Preparation: Compiling and distributing the agenda and board packet.
- Guidance: Advising the chair on procedural matters.
- Record-Keeping: Taking clear, accurate minutes that document motions and votes, forming the official record of the association’s business.
- Execution: Serving as the point person for action items, freeing the board to focus on governance rather than day-to-day management.
Formalizing Expectations: The Code of Conduct
Hoping for civility is not a strategy, and many times, simply exemplifying civility also falls short. The most effective way to ensure professionalism is to formally adopt clear standards of behavior, and to follow and enforce them. This should be done through two key documents.
- The Board Member Code of Conduct: Every board should formally adopt a Code of Conduct that every member signs at the start of their term and for all subsequent terms. This document removes ambiguity and sets a clear, enforceable standard. It should include, at a minimum, commitments to:
- Prepare for Meetings: Review the board packet in advance.
- Practice Civil Discourse: Engage in respectful debate, focusing on issues, not personalities. Avoid interrupting and listen actively.
- Respect Confidentiality: Uphold the confidentiality of executive session discussions and sensitive information.
- Avoid Conflicts of Interest: Disclose any potential conflicts and recuse oneself from voting where appropriate.
- The Member Code of Conduct & Meeting Rules: Professionalism extends to everyone in the room. Associations have the authority to establish reasonable rules of conduct for all members attending meetings. These should be formally adopted and published as part of the association’s Rules and Regulations. These rules provide the chair with the authority to control the meeting. Key provisions include:
- Pre-Meeting Sign-in: Requiring residents to sign in if they wish to speak.
- Strict Time Limits: Limiting each speaker to a set amount of time (i.e., three minutes) during the open forum.
- Prohibition on Interruptions: Stating clearly that only one person may speak at a time.
- Mandatory Civility: Explicitly prohibiting personal attacks, slanderous remarks, and disorderly/aggressive conduct.
- Consequences for Violations: Outlining the procedure for addressing violations, which may include a warning from the chair, followed by a request to leave the meeting if the disruptive behavior continues, to and including fines if necessary.
Managing the Homeowner Forum
The open forum is often the most challenging part of a meeting. Armed with a formally adopted set of meeting rules, the chair can manage this segment effectively. It is critical that the chair begins every homeowner forum by clearly stating the rules.
When a resident becomes disruptive or violates the rules, the chair can then enforce a pre-established policy rather than appearing to act arbitrarily. The board’s role during this session is primarily to listen. It is not a debate or a cross-examination. A best practice is for the board to thank the speaker for their comments and instruct the manager to note the issue for follow-up or for consideration on a future agenda.
Critically, it is the duty of the board to likewise refrain from interrupting residents while they speak and to maintain a respectful and professional demeanor, particularly when tensions run high. During those moments, it is the role of the chair and board to return the discourse to a civil and respectful level, not to exacerbate or escalate the situation.
Conclusion: A Foundation for Good Governance
Board meetings do not have to be devoid of discourse and debate as those are foundational ingredients in all governance, community associations and beyond. It is in the great debates that forward progress and compromises are found, so long as they are approached with civility, professionalism, and respect.
Maintaining professionalism and decorum in board meetings is not a matter of luck; it is a fundamental component of good governance and requires intentional implementation. It requires commitment from every board member and is fortified by strong leadership from the chair, professional support from the manager, and the adoption of clear procedures and guidelines. By implementing this framework, an association can create an environment that is not only more professional but also far more effective and less stressful.
