Approval of the agenda

[Wild Dunes]

Our HOA holds monthly board meetings. We have an agenda that we approve at each meeting (I understand from prior discussions that approving an agenda each month is not necessary, but for now, that’s what is done). In January we will be seating the 2023 board. Following our agenda, we call the meeting to order, do flag salute, another couple of items, then retiring of the 2022 board and seating of the 2023 board, election of officers, and then on to business items. A question has arisen regarding the order of items on the agenda pertaining to “Approval of the Agenda;” this is not covered in any of our governing documents. Does the outgoing or incoming board approve the agenda?

[Josh Martin]

On 12/29/2022 at 4:29 PM, Wild Dunes said:

Our HOA holds monthly board meetings. We have an agenda that we approve at each meeting (I understand from prior discussions that approving an agenda each month is not necessary, but for now, that’s what is done). In January we will be seating the 2023 board. Following our agenda, we call the meeting to order, do flag salute, another couple of items, then retiring of the 2022 board and seating of the 2023 board, election of officers, and then on to business items. A question has arisen regarding the order of items on the agenda pertaining to “Approval of the Agenda;” this is not covered in any of our governing documents. Does the outgoing or incoming board approve the agenda?

We lack sufficient facts at this time to answer this question. What do your bylaws say about when new board members take office?

In the event the bylaws are silent on this matter, there is no doubt that the incoming board would approve the agenda, because they are already board members before the meeting even begins. So far as RONR is concerned, board members take office immediately upon the election becoming final, unless the bylaws provide otherwise.

"An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time (see 56:27). If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." RONR (12th ed.) 46:47

If your association does have its own rules on this matter, it will be necessary to look at exactly what those rules say to answer this question.

Edited December 29, 2022 at 10:46 PM by Josh Martin

[Wild Dunes]

On 12/29/2022 at 2:42 PM, Josh Martin said:

We lack sufficient facts at this time to answer this question. What do your bylaws say about when new board members take office?

In the event the bylaws are silent on this matter, there is no doubt that the incoming board would approve the agenda, because they are already board members before the meeting even begins. So far as RONR is concerned, board members take office immediately upon the election becoming final, unless the bylaws provide otherwise.

"An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time (see 56:27). If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." RONR (12th ed.) 46:47

If your association does have its own rules on this matter, it will be necessary to look at exactly what those rules say to answer this question.

I should have included this in my original question: Our Bylaws state that the new term commences at the January Board of Directors meeting following the certification of the election and the seating of the new Directors. 

We have historically had the current board open the meeting and approve the agenda; this is what has been done but not in our Bylaws or other governing document. Following that the current board is retired and the new board is seated. Our board president wants to change the order and have the incoming board approve the agenda.

[Richard Brown]

Based on your latest post, I would say that it is appropriate for the outgoing board to approve the agenda. You’re a bylaws say the new board members take office following the certification of the election results and The seating of the new members. Therefore, I think the outgoing board is still in charge at the time when the agenda should be approved. I would think that certifying the election would be one of the first items on the agenda.

[Josh Martin]

On 12/29/2022 at 7:28 PM, Wild Dunes said:

I should have included this in my original question: Our Bylaws state that the new term commences at the January Board of Directors meeting following the certification of the election and the seating of the new Directors. 

We have historically had the current board open the meeting and approve the agenda; this is what has been done but not in our Bylaws or other governing document. Following that the current board is retired and the new board is seated. Our board president wants to change the order and have the incoming board approve the agenda.

Based upon these additional facts, it seems to me the approval of the agenda would generally occur prior to the "certification of the election and the seating of the new directors." The adoption of the agenda is logically one of the first items to occur in the order of business, since the agenda sets the order of business for the meeting. As a result, it would be the "outgoing" board that would adopt the agenda. Because the agenda is subject to further amendment after its adoption, I don't see this as a major problem. The new board members are free to amend the agenda after they are seated.

If the board really wants to conduct the seating first, however, I believe this could be done. RONR provides that in an assembly with no prescribed order of business, the agenda "is followed as a guide by the chair pending its formal adoption", which would seem to allow for the possibility that items may be considered prior to the agenda's adoption.

"In cases in which an agenda is adopted, usually this is done at the outset of a session and the agenda is intended to cover the entire session. At a session having no prescribed or adopted order of business, such an agenda is followed as a guide by the chair pending its formal adoption and can be adopted by majority vote, even if it contains special orders; it is then the order of business for that session. At a session that already has an order of business, an agenda can be adopted by a majority vote only if it does not create any special orders and does not conflict with the existing order of business; otherwise, a two-thirds vote is required (see also 25:12)." RONR (12th ed.) 41:61

In this case, the assembly does have a prescribed order of business - the general order of business in RONR, and that would be followed unless and until an agenda is adopted. Under the general order of business, I believe the item in question would be taken up under Special Orders. The assembly may, however, suspend the rules to deviate from the order of business in a particular case. So the assembly could proceed to this matter immediately after the call to order, if desired. (Or perhaps after approval of the minutes would be more logical.)

"Matters that the bylaws require to be considered at a particular meeting, such as the nomination and election of officers, may be regarded as special orders for the meeting and be considered under the heading of Special Orders in the order of business." RONR (12th ed.) 41:20

"Any particular item of business can be taken up out of its proper order by adopting a motion to Suspend the Rules (25) by a two-thirds vote, although this is usually arranged by unanimous consent (4:58–63). Hence, an important committee report or an urgent item of new business can be advanced in order to assure its full and unhurried consideration. If desired, before the completion of the advanced question the regular order of business can be returned to by a majority vote—by adopting a motion to lay the pending question on the table (17)." RONR (12th ed.) 41:37

In the long run, if this is becoming an issue, the assembly may wish to adopt a rule prescribing the time at which the certification and seating is to occur.

Edited December 30, 2022 at 01:03 PM by Josh Martin

[Gary Novosielski]

On 12/29/2022 at 8:28 PM, Wild Dunes said:

I should have included this in my original question: Our Bylaws state that the new term commences at the January Board of Directors meeting following the certification of the election and the seating of the new Directors. 

We have historically had the current board open the meeting and approve the agenda; this is what has been done but not in our Bylaws or other governing document. Following that the current board is retired and the new board is seated. Our board president wants to change the order and have the incoming board approve the agenda.

One way this is handled in some organizations is to separate the certification meeting from the reorganization meeting.  In this method, the board, sometimes a bare quorum, will meet to hear the teller's report and certify the winner(s).  It will not need an agenda, since it has only one item of business.  It then adjourns.  

At some point later,  ranging from several days to ten seconds later, the "new"  board is called to order and adopts a larger agenda, (the first item of which is the election of officers if the board elects its officers from among its own number), and considers such other business as may be appropriate.

This avoids the problems that arise when the membership changes substantially (or perhaps completely) in the middle of a meeting.

[Rob Elsman]

On 12/29/2022 at 4:29 PM, Wild Dunes said:

(I understand from prior discussions that approving an agenda each month is not necessary...

I have been saying more than this. Insofar as RONR (12th ed.) is the controlling authority, an executive board that regularly meets each month does not adopt an agenda at each meeting. The standard order of business is used. Very carefully read RONR (12th ed.) 41 and drop the agenda thing.

[Josh Martin]

On 12/30/2022 at 11:49 AM, Rob Elsman said:

I have been saying more than this. Insofar as RONR (12th ed.) is the controlling authority, an executive board that regularly meets each month does not adopt an agenda at each meeting.

Rob, while I agree with you, based upon my experience, I think we are very much fighting a losing battle on this one.

[Richard Brown]

On 12/30/2022 at 12:37 PM, Josh Martin said:

Rob, while I agree with you, based upon my experience, I think we are very much fighting a losing battle on this one.

And i concur.  Boards and general membership meetings are going to use agendas.

 

[Wild Dunes]

On 12/30/2022 at 10:37 AM, Josh Martin said:

Rob, while I agree with you, based upon my experience, I think we are very much fighting a losing battle on this one.

Mr. Brown, Mr. Martin, I am  in agreement as to RONR re not adopting an agenda at each monthly meeting. Unfortunately, this is our current procedure and just another one to be added to the list to get us more in line with RONR compliance.