Board of Directors

Most homeowners associations in California are formed as non-profit corporations.  A corporation is governed by and acts through its Board of Directors.  (See, Corporations Code Section 7210.)  The Board’s rights and powers as set forth in its governing documents are subject to the Corporations Code and the Davis-Stirling Common Interest Development Act.  (See, Corporations Code Section 7210 & Civil Code Section 1363.)  In what can only be described as a little knowledge is not always a good thing, confusion often arises as to the validity of the Board’s action when homeowner members perceive that a Board’s decision was not made in accordance with Robert’s Rules of Order.  Assuming that the Board had statutory authority to make such a decision, the action is not invalidated simply because of a purported breach of parliamentary etiquette.

Contrary to popular belief, “[t]he law does not require formal procedures during board meetings.  Nevertheless, board meetings are likely to be more productive and less frustrating for participants, if formal procedures are adopted and followed.”  (See, B.E. Bickel, 2012 Condominium Bluebook, p. 44.)  For this reason, many homeowner association Bylaws provide for the use of Robert’s Rules of Order, or some other form of parliamentary procedure, to be used during Board Meetings.  Unfortunately, confusion as to the scope and application of Robert’s Rules of Order sometimes presents an obstacle to the expeditious conduct of business.

For example, there is a common misperception that, pursuant to Robert’s Rules of Order, the President of the Association cannot vote on an action unless it is necessary to break a tie.  As pointed out on The Official Robert’s Rules of Order Web Site, “Frequently Asked Questions,” “it is not true that the president can vote only to break a tie.  If the president is a member of the voting body, he or she has exactly 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.”  (Emphasis added.)

In a homeowners association, the President of the Corporation is typically a member of the Board of Directors.  Pursuant to Corporations Code Section 7211(c), “[e]ach director shall have one vote on each matter presented to the board of directors for action.”  As the President is part of the voting body, he or she can make motions, speak in debate, and vote on all questions unless the Bylaws expressly provide otherwise.

Not surprisingly, there is no authority that allows a member to repudiate an action of the Board that was made within the scope of its discretion vested by its governing documents, the Corporations Code, or the Civil Code simply by asserting a breach of Robert’s Rules of Order. “The law respects form less than substance.”  (See Civil Code Section 3528.)   The use of parliamentary procedure is intended to facilitate the orderly conduct of a Board meeting, as opposed to frustrate the operation of the Association.  In raising and ruling on parliamentary objections, common sense and fair play should be overriding factors.  If the Board has authority to act, and the appropriate number of directors as dictated by the governing documents approve the resolution, the action of the Board should be upheld.