Making Motions
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 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 they are offered. RONR (12th ed.) 10:9. If motions are vague, they are open to different interpretations and disagreements. Directors may 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 forecasted a large surplus in the budget. To zero out the surplus, the Treasurer made a motion to decrease membership dues by 10%, effective in the next billing cycle.
Motion by the President. If the president is a member of the voting body, he or she has the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions.
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. RONR (12th ed.) 4:2, 9. 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. RONR (12th ed.) 4:10. 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 and Vote. 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 comments from owners. The president then calls for a vote.
Informal Procedures. Boards can allow motions without a second and hold informal discussions while no motion is pending. RONR (12th ed.) 49:21. 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 a summary of motions prepared by parliamentarian Jim Slaughter.
Resolutions vs Motions
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: _____________
Recording Motions
See "Recording Motions in the Minutes."
NOTE: Resolutions are not required by statute--simple motions are sufficient. See sample minutes with motions.
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