Academy/Starting as a Board Member
Questions every incoming director should ask
A starter list for your first few weeks, organized around what each question protects you from.
Ask where your quorum number is written, since Robert's Rules doesn't supply one itself. Ask what notice your board must give before a meeting, whether your state requires director certification, and whether your executive session conversations are actually privileged. Then ask why the last board made the decisions it made, before you decide what to reverse.
How does this board actually get things done?
Before you vote on anything, find out how many directors it takes to have a quorum, the minimum number who must be present before the board can act. Robert's Rules of Order treats the quorum number as fixed by your bylaws or your state's statute, not by Robert's Rules itself, so the actual figure lives in your own governing documents.
"It is never permissible to transact substantive business in the absence of a quorum."
Source: Robert's Rules of Order, Frequently Asked Questions, Robert's Rules Association
Once a quorum is established, Robert's Rules presumes it continues even if directors step out, unless someone actually says out loud that it's gone. How much notice your board must give before a meeting, and whether that notice must be posted, mailed, or both, is set by your state and your bylaws; some states specify figures as exact as 48 hours posted or 7 days mailed. Ask for last year's minutes while you're at it. Minutes record what the board decided, not a transcript of the discussion, so a thin minute book usually means terse recordkeeping, not something improper.
What do I personally have to comply with?
Ask whether your state requires new directors to complete a training course or sign a certification. Requirements range from a mandatory class within 90 days in some states, to a simple written self-certification that you've read the governing documents in others, and many states impose no requirement at all. Also ask what standard you're held to when you vote: acting in good faith, with the care an ordinarily careful person would use, and in a manner you reasonably believe serves the association's best interest. Courts generally defer to a board that investigates before it decides.
"Courts should defer to the board's authority and presumed expertise."
Source: Lamden v. La Jolla Shores Clubdominium Homeowners Assn., Supreme Court of California
That protection comes from the investigation, not the outcome. Finally, ask what your board's executive session actually covers. Closing the room to non-directors doesn't by itself make the conversation privileged, and what gets discussed there may still have to be disclosed in the minutes of the next open meeting.
What's already in motion?
Ask for a briefing on any pending litigation directly from the association's attorney, rather than trying to piece together the merits from old board packets. That privileged conversation is the real protection, separate from whatever room it happens in. Ask how open violations have been handled: most states require written notice and a chance for a hearing before a fine takes effect, though the notice period and hearing structure vary by state, so a fine that skipped that step is vulnerable no matter how clear the violation was. And before you move to reverse anything the last board did, ask why they did it. A rushed reversal without that question is exactly the kind of decision that loses the protection described above.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
Five directors start a meeting with a quorum. Partway through, two leave to catch a flight, and nobody says a word about it. Can the board still vote on the rest of the agenda?
Your state requires directors to certify they've completed a training course. One director misses the deadline. What happens to the votes that director already cast on the board?
A new board wants to reverse a maintenance decision the prior board made last year, without asking why it was made. If a member later challenges the reversal, what actually protects the board?
Sources
- Robert's Rules of Order, Frequently Asked Questions, Robert's Rules Association
- Florida Statutes, section 720.3033, Florida Legislature
- Florida Statutes, section 720.305, Florida Legislature
- Texas Property Code, section 209.006, Texas Legislature
- Lamden v. La Jolla Shores Clubdominium Homeowners Assn., 21 Cal.4th 249 (1999), Supreme Court of California
- Florida Statutes, section 617.0830, Florida Legislature
Related elsewhere in the Academy
Starting as a Board Member
Next, get the actual paperwork in hand: see what every director should obtain before the first meeting.
Meeting notice periods, director certification requirements, and what notice and hearing owners get before a fine all vary by state and by your bylaws.