Motion. Motions are less formal than board resolutions. Motions are proposals for action by the board and can only be made by directors. Motions have a variety of objectives, and each motion has characteristics that make it unique. Directors, including the president, may make a motion by saying, "I move..." or "I make a motion...", and then stating the motion. Motions should be "worded in a concise, unambiguous, and complete form" appropriate to the purpose for which it is being offered. (Robert's Rules, 11th ed., p. 104.) If motions are vague, they are open to different interpretations and disagreements. Directors will have different memories of the intended size of the assessment change and the effective date. It is also good to include some language explaining the purpose of the motion, such as:
Due to a significant reduction in insurance premiums and an unexpected drop in utility costs, the Treasurer forecast a large surplus in the budget. So as to zero-out the surplus, the Treasurer made a motion to decrease membership dues by 10% to take effect in the next billing cycle.
Second Required?. Depending on how the board wants to conduct its meetings, boards can require that motions require a second. If so, directors cannot second their own motion, the second must be from another director. (Robert's Rules, 11th ed., pp. 32, 35-36.) If no one seconds the motion, there is no discussion and the motion dies for lack of a second. In the alternative, boards can allow motions without a second and hold informal discussions while no motion is pending. (Robert's Rules, 11th ed., p. 487-488.) The chair of the meeting can decide how he/she wants to conduct the meeting since there is no requirement in the Davis-Stirling Act that parliamentary procedures be followed in board meetings.
Discussion. The motion is then discussed by members of the board, after which the motion is put to a vote. Homeowners in the audience do not have a right to participate in the discussion. However, the board can, if it chooses, invite comment from owners.
Vote. A voice vote is the most common type of voting. The chair of the meeting (usually the president) will ask those in favor of a motion to say "aye" and those opposed to say "nay" (directors can answer "yes" or "no"). Or, the chair can ask for a show of hands. He/she then announces the result of the vote (see silent acquiescence).
Roll Call Votes. If a meeting is conducted is entirely virtual, votes must be taken by "roll call." It means each director is called by name and his/her vote is recorded individually.
Informal Procedures. Boards can allow motions without a second and hold informal discussions while no motion is pending. (Robert's Rules, 11th ed., pp. 487-488.) Unless an association's governing documents require otherwise, the chair of the meeting can decide how to conduct the meeting since there is no requirement in the Davis-Stirling Act that any particular form of parliamentary procedure be followed in board meetings. In the event boards choose to follow Robert's Rules, see summary of motions prepared by parliamentarian Jim Slaughter.
Recording Motions in Minutes. There is no requirement the name of the person making the motion and the one seconding the motion be recorded in the minutes. While some associations do, many associations simply state that a motion was made and seconded. Both practices are acceptable. Even though boards of directors are not required to use parliamentary procedures for their meetings, Robert's Rules of Order serve as a useful guideline for taking minutes. Since boards are not required to follow any particular rules of parliamentary procedure, many simply record that a motion passed or failed. If directors want to be on record that they voted for or against a particular motion, they must speak up at the time the vote is taken and ask that their vote be recorded by name. Following is an example of a motion recorded in the minutes:
Motion by John Smith seconded by Tim Burton to approve a painting contract with ABC Paint Company to paint the exterior of the clubhouse for $10,000 using specifications prepared by Dunn-Edwards Paints. Payment to be made from the Association's reserve account. Motion passed 4-1 with Jane McCarthy voting no.
Resolutions. A resolution is a formal expression of the intent voted by the board of directors. It is the same as a motion except more formal and uses "Whereas" and "Resolved." Resolutions are useful in that boards include the rationale for their actions. Following is an example:
WHEREAS, section ____ of the CC&Rs gives the Board of Directors the powers and duties necessary to conduct the affairs of the Association and to make such rules and regulations as the Directors deem in the best interests of the Association; and
WHEREAS, for the health, safety, welfare, and comfort and convenience of all residents, the Board wishes to establish rules enforcement policies and procedures so that it may fairly and consistently enforce the governing documents; and
WHEREAS, the Board distributed a copy of the proposed policies and procedures to the membership pursuant to Civil Code § 4360; and
WHEREAS, no changes were made to the proposed rules;
NOW, THEREFORE BE IT RESOLVED that the following rules enforcement policies are adopted by the Board effective _______ and that notice of their adoption shall be given to the membership within 15 days of today's date.
<add enforcement policy being adopted>
By: ____________________________
Association's Secretary
Date: _____________
NOTE: Resolutions are not required by statute--simple motions are sufficient. See sample minutes with motions.
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