Q: I was just elected president of my association, but I have never conducted a board meeting before. Is there some kind of manual or procedure I’m supposed to follow?
A: First, become familiar with your association’s governing documents. In a condominium, those will include the Association’s Articles of Incorporation, the Master Deed and Bylaws, and Rules and Regulations. An HOA may also have Articles of Incorporation and Bylaws, and perhaps a Declaration of Restrictions or other governing documents. In either type of association, the bylaws are most likely to prescribe how meetings are to be conducted, including notice requirements, quorum, and voting thresholds.
There may be specific procedures for the election of directors and other procedural requirements imposed by the bylaws. The entire board should be familiar with all of the association’s governing documents and follow them consistently, but the bylaws will be particularly relevant concerning the procedure of conducting meetings.
Many associations’ bylaws adopt a recognized system of parliamentary procedure, often Robert’s Rules of Order (often referred to as simply “Robert’s Rules”), to guide the conduct of meetings. Michigan law does not mandate Robert’s Rules specifically; however, if your governing documents require its use, the board should follow that requirement. Be careful to ensure you are using the correct edition specified by your bylaws; if no specific edition is mandated, it is best to use the most recent edition.
Even when the bylaws do not require the use of Robert’s Rules, it is advisable for you to familiarize yourself with Robert’s Rules or another accepted parliamentary procedure, and to implement a procedure for conducting meetings that is predictable, consistent, and promotes fairness while maintaining order. This will help the board efficiently conduct business and will also help reduce the risk of disputes over procedural issues.
Remember that Robert’s Rules and other parliamentary procedure manuals generally function as a default set of meeting rules; they do not override the bylaws or other governing documents. If the bylaws establish specific requirements for quorum, notice, or other meeting procedures, those provisions must be followed even if a general parliamentary rule would suggest something different. As always, consult your association’s legal counsel for guidance if you have questions about your governing documents’ requirements. It may also be prudent to consult with counsel in advance of any contentious meetings or high-stakes votes; proper meeting procedure is often imperative in these situations.