The Oregon Condominium Act (“OCA”) and the Oregon Planned Community Act (“PCA”) both require that meetings of condominium and planned community associations be conducted under Robert’s Rules of Order. These rules are contained in a book that contains over 400 pages. Many of the rules are complex and hard to understand, However, most of the rules never come into play for owner associations. The purpose of the rules, indeed the purpose of any rules of procedure, is to provide, order, civility, fairness, certainty and procedures that are understood and expected. It is not important that the person presiding and that the people participating know every rule of procedure, or that that know more than a few. It is important that the chair and the participants know, understand, respect and follow the most basic rules. Insisting on following these basic rules saves everyone’s time, allows everyone to participate and express their views and leads to decisions that are usually accepted by all, or at least most.
Notice of the Meeting
Both the OCA and the PCA set out how, when and to whom notice of an upcoming regular or special meeting is to be accomplished or given. The form of notice, time when it is to be made and parties to be informed should be well understood and followed. Failure to observe and comply with these simple requirements can lead to controversy, ineffective meetings and likely unenforceable decisions. Association documents and the OCA and PCA all provide requirements for notice of meetings. Read and follow these requirements. If a challenge is made that these requirements were not met and it is clear that there has been some irregularity, and then it is wise to seek legal advice should be sought as to the effect of the failure to strictly comply with the requirements.
Writing and following an agenda is critical to order and meeting the expectations of the participants. Some documents will set out the order of the agenda for meetings, so do not. For regular meetings, items other than on the agenda may be discussed, but they should not be discussed until the listed agenda items are handled. For special meetings the only matters that can be resolved are those that were listed on the notice of the meeting,
The chair should call the meeting to order and announce the agenda. With limited exceptions (such as point of order) no one should speak unless recognized by the chair. This provides order and civility. Participants are usually willing to follow this requirement if the chair announces it, others follow it and the chair acts fairly in recognizing those who wish to speak. If an item is off agenda, the chair should note that and tell the speaker when, if and how it would be appropriate to discuss the item raised, even if it is at another meeting or is not a item that can be discussed at all in the forum.
The speaker should get the attention of the chair by saying, “Madam Chair” or Mister Chair.” When recognized the speaker should state his or her purpose. If a motion is in order, the speaker should state, “Madam Chair, I move that ” The motion should be clear and concise. For resolutions that will have long term effect (e.g. a rental policy), the resolution should have previously been reduced to writing and read into the record. Most motions must be seconded, and for this a speaker may simply state, “I second the motion,” without having been previously recognized by the chair. If no participant speaks up, the chair may ask if there is a second. If there is none, the motion dies, except for those motions that do not require a second. The chair should restate the motion; recognize who made it and who was the second.
After the motion is made and seconded, the chair should ask for any debate. If there is none, then the chair may ask for the vote, stating, “All in favor of the motion say aye. When that vote is heard, then the chair should say, “All opposed to the motion say nay or no.” If it is not abundantly clear whether the vote passed or failed, the chair may ask for a hand vote to determine whether the motion passed. For board meetings, it is usually clear who voted how and whether the motion passed or failed. If the question is debated, each debater should ask to be recognized, and then speak his or her mind. Debater should keep their comments short and on point, and if they do not, the chair should remind them to get back on topic. When a speaker is done with his or her debate, the chair should ask if there is further debate. Any participant can call for the question without being recognized, after a speaker who has been recognized is done speaking. However, calling for the question does not limit the right to debate, so the chair must continue to allow other to speak, unless there is a motion to limit further debate. This motion does not require a second and may not be debated. However, a motion to end debate requires 2/3rds of the assembly to vote in favor of ending debate. If the motion carries, then the vote is taken.
As stated above, the chair should insist that debaters address the question at hand. However, the chair should not be rigid. Gentle reminders are usually sufficient. Some speakers are not as glib as others, but their point may be just as important, or even more important. Once a debater has spoken, he or she should not be recognized for further debate until all others have had an opportunity to speak.
This can handle either items not previously addressed (at previous meetings) or new items that are not on the agenda (at general meetings only). The new business on the agenda should be addressed first, before non agenda items are addressed. New business can include items which are not meant for a vote, but merely are informational or are preliminary to later discussion and decision.
No one likes to attend long, boring and unfruitful meetings. Order and the command by the chair are keys to having a successful meeting. If the chair understands the rules, the agenda, the predilections of the participants and acts fairly, impartially and civilly, meetings can be enjoyable, meaningful and effective.
Do not let the meetings dribble on or peter out. When the meeting is over, there should be a motion for adjournment, seconded and a vote should be taken. The participants should be thanked and an announcement should be made of the next meeting.
J. David Bennett
Landye Bennett Blumstein LLP
1300 SW 5th Ave, Suite 3500 Portland, OR