Dear Mr. Richardson,

Are members permitted to make motions from the floor during regular Board of Directors meetings?  Can you please provide the legal citation whether the answer is yes or no?

G.K., Anaheim

Dear G.K.:

Except during Open Forum, members should not participate in Board of Director meetings.  The Board is required to act in those meetings, and is required to exercise reasonable business judgment in deciding association business.  So, only directors make motions in Board meetings, and motions by anyone else are out of order.

Boards should arrange the meeting room so they talk to each other and not the audience.  The members are there to observe, but Directors need to talk to each other.  The Board function can be completely short circuited when the proceeding becomes a town hall meeting.

Directors are responsible to make good decisions, and cannot defer that responsibility to those observing the meeting.  The business judgment rule requires directors to make decisions in a reasonable way, with a reliance upon expert advice where necessary, in good faith and in the best interests of the association.  Further, the fact that certain members attend and speak vocally does not mean their position is in Association’s best interests.

There must be a balance between the right of members to speak to the Board and the right of Directors to conduct their deliberations in a reasonable and open manner.  The Open Meeting Act (Civil Code Section 1363.05) provides that.

Use open forum, and then observe and let the directors do their job.

Sincerely,

Kelly

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