I always enjoy reading Richard White’s column in the Florida Community Association Journal. While there are several attorneys that contribute regularly to this publication, Mr. White presents the manager’s perspective on questions and issues arising in resident owned communities.
His column in the January 2010 issue of the Journal included an answer to a reader who asked whether Florida Statutes, an association’s bylaws, or Robert’s Rules of Order prohibited a ROC President from making a motion. I appreciated Mr. White’s response as I’ve answered the same question in substantially the same way on many occasions.
Here’s a summary of what Mr. White (and I) have to say on this issue:
- Board members are elected by the general membership and they answer to the general membership
- Motions and resolutions must be voted on by the directors as they (the directors) are responsible to the general membership
- Officers are elected by directors and thus have duties to these directors
- In a board meeting, the primary responsibility of a person who is both an officer and a board member is to fulfill his or her obligation to the general membership as a board member, and this requires that each board member have the right and responsibility to make motions and to vote.
- Accordingly, not only can the President make motions, the President must vote on any motion that comes before the board.
Mr. White also states (and I agree wholeheartedly) that Robert’s Rules of Order is "the most misunderstood guide as a directive" in ROC board and membership meetings. Many residents don’t realize that there is a specific section in Robert’s that covers procedures in small boards (where there are not more than a dozen board members). As Mr. White notes, nowhere in Robert’s is there any prohibition against a President (or any other officer) making a motion or voting.
As I’ve mentioned in other entries to this blog and on many occasions during our seminars, board members should only abstain in those very rare occasions when a legitimate conflict of interest exists.
The general members in a resident owned community elect directors and expect them to vote on all issues coming before the board. Many thanks to Richard White for highlighting this in his column.