 Aloha and welcome to another edition of Condo Insider. Our show is every Thursday from three to three thirty and we talk about association living and the many challenges and opportunities we have since about a third of our population lives in an association. I asked Steve Glancy in a professional registered parliamentarian to come back today. Can we always talk about associations and think through parliamentary law, particularly in respect to annual meetings? But all the business of a board is usually done at a board meeting. That's where the real work is done and votes are taken. So I wanted to talk with them today about how to have a great, fun, positive board meeting with results. So welcome back Steve and remind everybody a little bit about your background. Yes, I'm a professional registered parliamentarian. I've worked with condominium community association co-ops even churches for well over 30 years, over 1,500 meetings, and I work with boards in getting meetings done completely, procedurally, accurately, as well as having a little bit of fun at the meeting, getting some business done. I know I see you most of the time at annual meetings. Have you ever had to go to a board meeting as a parliamentarian and maybe chair a board meeting? Yes, last night I chaired a board meeting. We had to make some decisions about officers and I chaired that and occasionally I'll do board meetings but I tend to wean boards away and get property managers to have a basic level of experience so that way they can actually help boards and conduct their meetings properly. So let's talk about where does the board meeting come from for lack of a better word? Well, first you got to talk about where the board comes from. A board is an entity that's created as a function of governing documents, bylaws, declaration, articles, what have you, and a board is usually charged with maintaining, running the property, managing the property, and of course they delegate that to various other entities. But that's where a board comes and owners will get together once a year, maybe more may elect members of the board. And then once that is done, the board is in charge with taking care, managing the asset, the association. I know that we're, I consider our state Hawaii being a very regulated state in the sense that since we have a large population based living in the association under the consumer protection concept, we have many laws that have been established for our associations and boards of directors. So if the board's going to have a meeting, do they have any particular requirements they have to do? Yeah, let's enumerate a few. If it's a condominium board, they've got a posting requirement, they've got legal posting requirements, they've got a post notice of this meeting a few days, about three days in advance of the meeting on locations on the property. They also have to follow their bylaws very carefully about giving notice to other board members that they're going to have a meeting. So in that sense they've got to make sure all the board members are not disenfranchised, they've been told of the meeting, right? Yeah, it boils down to establishing a set of parameters that boards operate on so that all of the board members are aware of when the meetings are going to occur, where they are, and essentially to some extent the business that's going to be transacted. So on a statutory basis they should give three days notice. Is it possible for them to hold a legal board meeting in less than three days? Well, legal's for lawyers but when there's an emergency, boards can do that and they have notice as soon as practicable. So some associations, they'll have a 24-hour notice for special board meetings and what they will do is they will post the notice and notify all the board members in accordance with the bylaws immediately and then 24 hours later they'll have the board meeting. I've heard people say at times that it's either 72 hours, three days, or upon simultaneous notice to all the board members which covers the emergency, you haven't disenfranchised anybody from voting, but they can handle that on an emergency basis on less time if necessary. So all of a sudden they've scheduled the meeting, they've given them proper three days notice, it's posting on the project, it's not emailing or sending certified letters, it's simply a requirement of posting on the project. So now who can come to the meeting? Well, in the condominium world, owners are allowed to come to the meeting. Excuse me, unless it's an executive session which we'll get into a little bit later, but regular board meetings, special board meetings, if it's not executive session, owners are allowed to come to the meetings and they have some rights to participate unless the board decides to limit it. And that's owners, that doesn't include somebody down the street, that doesn't include tenants, of course the board is free to invite non-owners to come to the meeting, but that is a board function. So a tenant for example, unless invited, couldn't just come on their own. That's correct. But the board certainly could invite them if they had an issue of safety or some violation they wanted to talk with us about. For example, a tenant finds out that there's water testing in their condominium, shows that there's high quantities of lead. I think the board may want to hear about it. So if the tenant comes to the board meeting, they may not have a right to be there, but it might be something that the board wants to hear from the tenant or the tenant's expert. So that is up to the board to decide. Now, in a board meeting, not an annual meeting, because I know in annual meetings we have proxies. Correct. At a board meeting, can an owner give another person a proxy? There's no authority for that at all. From my knowledge and the statute, no. At a board meeting, there's no authority for it, nor is there definitely not in Roberts. How about the owner if they gave the power of attorney for their lawyer or an agent to represent them? Well, that's a legal question, and that tends to depend upon which law firm you get your opinion from. So some say you can and some say you can, I guess. That's correct. So the law is not clear and the documents aren't particularly clear? Well, perhaps we'd say the lawyers are not clear. No. The law is silent, but the lawyers have different views. So an owner comes to a meeting, and more times than not, the board has an agenda, but there's something else. So they just want to hear from the owners, and they have something they call a form, which is kind of where the owners get a chance to bring up something. Is that something that a board should typically do before the meeting or the end of the meeting or the middle of the meeting? What is the best time to have a form where you just open it to comments from owners? Okay. Or should you open it to comments? Well, no, that's a very good question. And once again, it's important that we identify that we're talking about condominium boards. It's not like a state board or commission, we're talking condominium boards. So the reviewers know there are different rules. But for a condominium board, they can establish a form. There's no statutory requirement that they do that or Robert's rules requirement. But by establishing a form, it allows them an opportunity to hear from their owners. What we found over the last few decades is that if you refuse to listen to your owners and you don't have them participate at all, you take an extreme position, it creates many contentious association meetings. So the board usually strikes a balance there. And by having a well-defined form that has owners present their concerns, it at least provides the board with direct feedback as to what is important to owners who took the time and trouble to get to the board meeting. I prefer to have the form at the beginning of the meeting or prior to it. I like the form in the beginning primarily because an owner comes for a specific reason they want to be heard. They may not want to sit through a two-hour agenda to hear. It isn't going to get more worked up and be more angry. And by the time if you let them be heard early to get their item off the agenda, oftentimes they go home because they don't really want to, they're not interested in the other parts of the meeting. So I've always kind of leaned towards doing it in the beginning of a meeting. You know, well I have to agree with you and recognize if an owner comes to a forum, they come to a board meeting, they have an issue, and the board's already decided it. Now they're going to listen to the owner two hours later after they've made a decision. That shows a complete lack of respect to the owner and that then creates even more contention. So getting it in the beginning, being careful not to sacrifice the entire meeting to the form, but making sure that you give owners a reasonable opportunity to present their issues. It usually works out better. So let's just follow up on that a little bit more. Let's just say you had a board meeting and three or four owners came and on the agenda was the item they wanted to address because the current statute allows owners to participate in the deliberation. I mean, I've discussed this in prior shows that boards shouldn't pass rules that they only can speak in the forum because the statute gives the owner a right to deliberate. And we'll get back to the problem owner. I'd say the contentious owner in a minute. But when you think about that, so you have four owners sitting there and the fifth item on the agenda is what they want to address. Can the board change agenda and get that out of the way first? So those people can be heard and go home and are they stuck with the agenda they published? No, the board is not stuck with that. The sequencing of the agenda, if they're doing a regular meeting, they can juggle that agenda just about any way they want if they have the votes to do so. If it's a special meeting, it's a little more limited. But for regular meeting, it's pretty open and they could take a new business item, put it up at the front if the board members go along with it, and essentially do the courtesy of the owners if they wish. Nick, one of the things I've always suggested to boards, and sometimes they'll bring in a speaker like a woofer or a plumber or not typically lawyers that's using an executive session, but sometimes it's a lawyer. And oftentimes to be respectful to their time, I've told presidents, look, just say to the board members, if there's no objection, we're going to take item number seven, the agenda first. Because we have Steve here who's visiting and we can allow him to go when he's finished, which is kind of in the lo-ha way respectful of their time. And that way, you move things along and you don't have people sitting there getting frustrated because they want to speak and go. Yeah, and what you're doing is you're doing a very simple way with small boards that works really well, simple way of suspending the rules. If there's no objection, we'll take item number seven up at this time, and then we'll continue with the rest of our agenda following. Then as a chair, you just pause. Since there's no objection, item number seven has been moved up to the top and we recognize Steve or Bill to make a short presentation to the board. Right. So it works out pretty smooth. If the board is, concurred, if not, somebody can always make a motion to move item seven up and then they can vote on it. Well, small boards are very unusual because I know there's much, in my opinion, more formal protocol in an annual meeting. Robert's rules kind of addresses small boards of less than 12, I think it is. The rules are a little different. Yeah. There's several rules. And it relates to the number of board members present, approximately 12, present at the meeting, and several rules are relaxed. They're spelled out in Roberts. And first of all, you don't need a second. The president can debate without leaving the chair. The president doesn't have to stand up every time he or she takes a vote. There's no limit as to the number of speeches on a particular motion, whereas in the usual Roberts sense, you have a two-speech limit. So that's much more relaxing as far as a small board. And finally, you can use unanimous consent even easier if there's no objection. It works out really well with small boards. So those are the basic differences between a small board and the larger board. Say a board with 25 members or something like that, obviously intuitively, there needs to be a little more formality. And if I'm not correct, please let me know. But I also believe the president can vote when you have a small board, where you have this five-member board, for example, less than 12, that the president can make a motion and can vote. Yeah. With respect to voting, if it's 12 or less than a president, the president can vote, and usually votes on all questions, is when you have a larger board, which we don't really have many larger boards in the condominium world in the state of Hawaii. But if it's a larger board, then the president usually would not vote, or except when the president's vote makes a difference. Right. So if it was a tie vote, then he would vote in that case. But I'm kind of with you on it. I think most of the boards in Hawaii are nine or less. In fact, I can't think of one in the condo world that's greater than nine, to be honest with you. But there may be some out there. Yes. There's a few where there's multiple use where you have a commercial unit owner or you have a front desk unit owner on Maui. I think there's a 10 or 11 member board. So there are just a few of them out there. But they're still not more than 12. That's right. I was going to say that. They're still less than 12. So because my advice to boards and owners is that, well, I see their meetings are very relaxed. They're not so interested in the protocol. They really talk story more about the issues than they take a vote. And when they take a vote, tell me about how that should be addressed with regard to minutes and how the votes are taken. How should that be properly handled on a small board? Well, based on your experience, most boards do run very smoothly, much more informal and relaxed. Then when it comes to a vote, they can use unanimous consent, where it goes in that the board unanimously approved the painting contract at a cost of not more than $5,000 with this particular company. So then basically everyone's agreeing on it. It's unanimous consent. And it's a much more simplified way of approving motions. But if there's divisions within the board, if people want to have a vote, that's their right. And in the condominium world, you have to basically record how everybody voted in the minutes. And it's important to know what the vote requirement is. For most condominium associations that I work with, the board requires a majority of what's present. So if you have a nine member board and they're all there, that means you need five votes out of nine. And what if seven are there? Then you're going to need four out of seven. And there's exceptions, but you've got to look at the documents because the documents will define that. Now what we've done with many boards is when they update their bylaws, we've brought back the majority vote principle. Because if you have seven board members there, and it requires four votes, if a few people abstain, it mathematically counts like a no vote. Right. So it takes away their right to abstain. And especially if there's a conflict of interest and they want to stay out of the voting completely, it does have a handicap for the association boards. So before we take a break, we were talking about the issues of like by unanimous consent, if there's no objections. I feel that most boards don't understand that they don't really approve the treasurer's report. Would you elaborate on that a little bit? Yes. The treasurer's report, the monthly reports, they're not audited. The audited financial is something that's usually done once a year, unless there's an extraordinary event. So the treasurer's reports are not audited. And if the board was to take a position that we are endorsing that report, that basically means they're endorsing every single word, every single line item in that. So that report is really just provided for information only. And the board was well advised, and Robert's it's out of order, unless it's an audited financial report, to just announce the report is filed. And if you want to use a non-parliamentary term, you say thank you. Thank you, we'll follow the treasurer's report. Yeah, and the report is filed. And then we're done and move on. And be careful about approving any report. Recognize that you're approving that report, you're approving everything in it. And there may be things in it you don't particularly want to approve. So boards are usually cautioned not to approve reports, maybe recommendations, but not to approve reports. Same rule of thumb, the report is filed. That's it. Okay, we're gonna take a short break. We're talking to Steve Glanstein about great board meetings, and we'll be right back. For a very healthy summer, watch Viva Hawaii. We're giving you the best tips, and with our best health coach here. So Viva health coach. Viva la comida saludable. Hi, my name is Justine Espiritu. This is my co-host, Matthew Johnson. Every Thursday at 4 p.m., we host the Hawaii Food and Farmers series. This is the place you can come to for insight on the perspective and history and passions of Hawaii's farmers and all folks involved in Hawaii's local food system. What kind of folks do we have on? So we have everyone from local farmers. We have foodies, chefs. We also have journalists, researchers, anyone who's actually working to help make Hawaii's local food system that much better. So join us every Thursday, and tweet in us and ask us some questions and leave your comments as well. Thank you. Hey, everybody. My name is David Chang, and I am a new host for the show, The Art of Thinking Smart. I'm really excited to be able to share with you how to get the smart edge in life. We're going to have awesome guests in the military, business, political, nonprofit world. So no matter what background you're from, we have something for you. Please join us every other Thursday at 10 a.m. at thinktechhawaii.com or on the art of thinkingsmart.com. I look forward to seeing you. Welcome back to Kind of Insider. We're talking to Steve Glanstein about great, fun, productive board meetings. And in the early part of this segment, we talked about that the board should give 72 hours notice that they should be primarily respectful. I think that's one of the biggest problems I see with boards. They somehow believe they've been elected to the board. They don't treat owners in a respectful way and appreciate they may have concerns or issues and that this small board of a board of directors meetings is very informal to the extent that presidents can vote and make motions and run things. So I know you've never seen this before. I would be shocked if you've seen this before. I'm trying to remember the last time. Have you ever seen a disruptive owner at a board meeting? Well, it wasn't last night, but it was a few weeks ago. Yes, I have. I mean, boards are elected to conduct the association. Businesses are not targets for owners to be treated badly and they're not in a position, I think they have to sit there all night because somebody doesn't want to continue the debate forever. What do you do if you're a board and you've got an owner who's kind of upset and doesn't want to stop talking and maybe creating greater problems? Well, I usually start out by educating boards before it happens that at the end of the day, that board has a duty to the association. They have to take care of the business, regardless of how many owners show up or what owners' concerns are. Their duty is to the whole association and they can't sacrifice that duty. So when it gets to the point that the behavior of one or more owners is handicapping the board in taking care of the association's business, they've got a duty to do something about it. Whether they admonish the owner, whether they start taking legal action against the owner, okay, whether they actually take action to eject the owner and call the police, those are really extreme cases. In one case, somebody did get arrested and then the board meeting got very peaceful after that. So those things have happened, but they're usually very rare. They're usually pretty extreme. Yeah, I teach a class on customer service and actually compared police hostage negotiations with customer service and talks about things. And what I would say that's applicable to this is, again, maintain your cool, be respectful. When you have that owner, eventually just kind of interrupt and say, we heard your message. I need you to summarize your point of view. We have a lot of business tonight. Can you please summarize it in the next one minute? Instead of saying you're out of order or sit down, be respectful and say, we really appreciate that. We're hearing what you have to say. We appreciate your comments. We'll take you on a consideration. I need you to summarize the next minutes so we can continue our business. Well, and that usually is really good at the beginning to try to make sure that you catch it early. Because one of the problems that when I get to an association board meeting that's had troubles, it's usually gotten way beyond that. But in general, what you say is the way that you avoid ever getting to the police end of it, ever getting to the legal end of it, where you're not only treating the owner with respect, but you're using the power of the whole group. Is that excuse me, ma'am? But the board does have a duty to take care of everybody's business. So therefore, because we have a lot of agenda items to take care of, could you please summarize? How's about a minute or two? Maybe a Hawaiian two minutes. Sometimes I use the term Hawaiian two minutes to give them just a little extra time. And we'll get your concerns, make sure that we have them, but then we'll need to move on. And will that work for you? And then just move on. We have an expression, don't watch them bleed. So if you admonish them, don't look at them like you're accusing them of something. You've told them this is what it is, move on. Well, they're owners. They have an opinion. They have a right to be heard. And I think most boards are running appropriately. But I have seen owners, and maybe they'll get eight or nine or 10 of them together. And they'll accommodate all one third, three or four or five minutes to repeat the same thing the nine or 10 of them before said, does the board have the ability to limit debate and say we're not going to get any debate on that subject? Yeah, the board can do that. But that's again, getting closer to a last resort. For example, I have a situation where there was once a five member board and 30 people homeowners would show up at a budget meeting. And so they couldn't get the budget done. It would take them two to three months to do. And then they started running into December and running into the time limit to raise maintenance fees. And it really handicapped the whole association. So they had to make some rules. So what boards do need to do is recognize some of these issues and be proactive. If you see there's a controversial issue coming up, rather than hide from it, address it. And one of the ways you handle owners this way is say, look, if somebody has said something and you just want to endorse that, just say you agree with somebody or other. And that's fine. So that we know that there's multiple people who agree. But don't repeat the same 16 paragraphs. And just tell us that that way we can make sure that if anybody else has other ideas that maybe you haven't addressed, they may have another way of looking at it. We want to get all the information we can. And that's a respectful way of sharing it with owners. Yeah, I think I've talked to the different boards and seen arbitrations and mediations, the misunderstanding in part to me, and I said this a little earlier, is that you have a form and owners can speak. The state law also allows owners to participate in the deliberations. As I discussed, you know, you discuss the item, everybody had a chance to speak. Owners want to say, hang, okay, we're going to take the vote now. That gives them a chance. But then you get this group that almost wants to filibuster it. They want to make sure that there's accusations and you can't vote on this. At some point in time, the board has got to say, okay, we're not going to, I move we don't take any more testimony or debate on this particular item. We move forward and the vote can, then they can eliminate it for all of the others. They can't be selective and say, I move we don't let Steve speak anymore. We let everybody else speak. They can't do that. Well, in a disciplinary situation, they could. But remember, and I've had owners from the audience actually attempt to make motions at board meetings. And that's crossing over the line. They don't have the right to make motions. They don't have the right to vote. It's a board meeting. At the end of the day, it's still a board meeting. There's a certain amount of respect the board can show, and board members should show, to the ownership. But they can't surrender their fiduciary duty to the ownership who are there. They still have to get the business done. So at some point, when it's time to vote, you take it to a vote. They could limit the participation by a motion. I move that we limit the participation or remove the participation for the rest of the meeting. And if that motion is adopted, that's it. It's done. And if you have someone who's just out of control and you want to eject them from the meeting, they can do that, the board. Well, procedurally, they can. The legal system, again, depends upon attorneys. You need to have legal people involved. Because, again, the board has a duty to take care of the association business. But owners have a right to attend. So there's a balance in that. Plus, the meeting typically is in the rec room, which is a common element, which the owner has a right to access to, right? So you get into this issue, whether the police would even enforce it. Well, you know what boards do to solve that problem? What they'll do is they will hold their board meetings at a management company's office. And then the management company will call the police by direction of the board. And since it's not public property, it's a private business, they've ejected people before. So a lot of times, boards will hold their meeting and they'll have a bunch of agenda items. And they'll just talk story about them, but they won't make any decision. Is that minutes? Well, what you say doesn't go in the minutes. Again, we're talking condominium boards. We're talking Robert's Rules of Water, which is mandated by state law. So the minutes are just the official actions. So all of that discussion doesn't go in the minutes. Somebody says, I want this to go in the minutes. They don't have an absolute right to put things in the minutes because the minutes of the board meeting are controlled entirely by the board of directors. And so in that situation, you have on the agenda, paint the building pink. It's on the agenda items. Is it improper to say the board discussed the paint the building pink and deferred decisions to the next meeting? Is that something you can put in the meeting? Well, if the board's action was to formally defer it, if they actually deferred it by board action, then it would go in the minutes. If they didn't do anything, they just heard the information and they decided, or they didn't even decide anything. They just heard it and did nothing. Then the minutes wouldn't reflect that they took any official action. But if the president said, if there's no objections, we're deferring this to the next meeting, that would be appropriate to put it in. That's official board action. I would advise chairs, if you say if there's no objection, we'll defer this to the next meeting, give a pause, a short pause. And then since there's no objection, the matter is deferred to the next meeting. So you have two components on that. If there's no objection followed by the pause, since there's no objection, it is deferred. Yeah. Tell the audience about executive sessions, what it is and kind of how that works. That usually has to be called from a regular meeting or from a meeting. And so tell us about what it is and how that kind of works. And voting, for example. Well, executive session in Hawaii's condo world is dictated by statute versus Roberts. And there's specific reasons that you can go into executive session. It doesn't mandate you going into executive session for those reasons, but it does provide the authority for boards to do it. For personnel litigation, attorney client privilege items, contracts, things like that. And coming right out of time, one thing I wanted you specifically to discuss real quick, and that's email voting. What do you think about it? I have a three, two or three words, avoid it. Leave it for emergencies. When it comes to email voting, it's not official action until it's properly approved by the board at a properly called meeting at which there's a quorum present. So if you're going to do something on email, make sure it's an emergency. Really avoid it because during the time that the board members said yes on email to the time they've officially approved it. Okay, it's not official action. Also, you have taken away the rights of any owners to be involved in that decision. They don't get to see it in a meeting. So my point with them is don't do it unless it's an emergency and ratify it as soon as you can. And I agree with that. You don't want to do it. And you can always call a special meeting on short notice by telephone and conduct the business that they need some special authority because of the unknown condition. I want to thank you for being here again today. Welcome everybody to Condo Insider. This is a very interesting discussion we've had with Steve Glanstein. That fascinates me forever more. But thank you for being here. And we look forward to having all of you back next Thursday at three o'clock. Aloha.