The meeting with proper 48 hour notice is open to the board, unit owners, and residents. Agenda items will be added to the meeting up to one week prior to the meeting. Any items received after that time will be added to the following month's agenda. Minutes should state each motion considered by the board, and identify the board members voting in favor, against, or abstaining and whether the motion was carried. It is not necessary, appropriate or recommended for the board to set forth the comments or discussion related to a specific motion. However, dissents by a board member should be fully stated in the minutes. 

Call to Order The Rules of Order for Association Boards are based upon a few simple themes; |1. Only board directors are entitled to participate in conducting board business. A time is provided for the unit owners to speak, but the forum is limited and is not open for debate. Once the forum is closed, only board members may speak. 2. The board itself is firmly in control and each board director must have equal opportunity to speak in turn. The chair is responsible for making sure that each board director speaks in turn and that no member dominates the discussion. 3. Procedures should be kept to a minimum and board members should seek to acquiesce in as many procedural matters as possible. If the board operates in the proper spirit, the functioning of the Association should be smooth and efficient without the need to take constant votes on procedure. 4. The basic premise is to give the chair the power to decide most every procedural aspect, with the right of any board member to appeal to the board on every such decision. In this way, the board can go along with the chair in the ordinary course of business but it still retains its power to overrule the chair. 5. Board deliberations should be free and open. Each item of business on the agenda is to be handled in turn, but there are no limits to the number of motions that can be addressed at the same time on the same subject. The board fully discusses an item of business, a motion is made and seconded for a board vote. 6. There are 3 basic motions for each item of business. a. A motion to adopt a specific action by the board. b. A motion to table the item to another meeting (including fact finding assignments to a person or committee). c. A motion to remove an item from consideration 7. Minutes should state precisely each motion considered by the board, and identify the board members voting in favor, against and abstaining, and whether the motion was carried. 

Proper Notice Received Board Quorum Present in Person, Phone or Online Conference If Board Quorum Not Present Chair moves to open a meeting for purposes of discussion. 

Review of the Agenda for the Board Meeting 1. The agenda "belongs" to the board. The board may modify the agenda by a majority vote if the advance planned agenda requires modification. 2. At this point in the agenda, the board members may add or delete items from the agenda and may change the order of presentation. 3. Formal voting on the agenda is only necessary where it appears to the chair that there is a board disagreement. 

Board Meeting Agenda Motion for Acceptance Changes to the Previous Month's Meeting if Applicable 

Approval of Previous Minutes 1. The minutes need not be read aloud but they should be entered into the Association's official minute book. The minutes of previous minutes are not the official minutes of the board unless and until the board votes to accept them. 2. Suggested changes should be set forth in the minutes for the record, and then the board should adopt or reject such changes. 

Changes to the Previous Minutes if Applicable Approval of the Previous Minutes 

Committee Reports 1. This is the time in the agenda when any committees of the board or directors of the board may report their findings or recommendations to the board. 2. The full report should be presented and then each board member, in turn, may ask questions or comment. It is not appropriate to make motions or discuss items of business during this portion of the meeting. 3. This time should also be used for any presentations to be made to the unit owners by the board or its directors. 

Committees: Finance, Property Maintenance, Legal Documents, Condo Architectural, Condo Communication & Records 

Open Forum 1. The board should provide an open forum for the unit owners to speak their concerns. 2. Strict time limitations should be imposed by the board and these limitations must be enforced. Each unit owner should address the chair and must speak courteously and to the point. 3. Board directors may question a unit owner about the problem or concern. Other unit owners are not entitled to be recognized or to comment or question the speaker, except with the permission of the board. 4. Once the open forum period is closed, the unit owners are not allowed to participate and may not seek to be recognized unless the board specifically requests input or information from a particular unit owner. This restriction is strictly enforced because the purpose of the meeting is for the board of directors to conduct business and this cannot be done if there is interference from the unite owners. All disruptions by unit owners must be addressed by the chair and repeated violators must be removed from the meeting. 

Old and New Business 1. Board deliberations should be free and open. Each item of business on the agenda is to be handled in turn, but there are no limits to the number of motions that can be addressed at the same time on the same subject. The board fully discusses an item of business, a motion is made and seconded for a board vote. 2. All items that were tabled during the previous meetings must be revisited during the business portion, unless otherwise voted by the board. 3. The board may vote to postpone consideration of any old business or it may remove any item from consideration. 4. Except in case of emergency business, all new items of business are heard only after all of the old items have been addressed by the board (either by adopting or rejecting a motion or postponing or removing the item from consideration). 5. There are 3 basic motions for each item of business. a. A motion to adopt a specific action by the board. b. A motion to table the item to another meeting (including fact finding assignments to a person or committee). c. A motion to remove an item from consideration. 6. Minutes should state precisely each motion considered by the board, and identify the board members voting in favor, against and abstaining, and whether the motion was carried. 

Business Item Description Business Item Motion Business Item Vote 

Meeting is Adjourned At the conclusion of the agenda, the chair shall announce the meeting is adjourned and minutes shall reflect the time of chair adjournment 

Executive (or Closed) Session if Applicable 1. The board should move into executive closed sessions only after the regular business is conducted but before formal adjournment. All unit owners must be asked to leave except for those having a reason to participate (such as witnesses at a rule violation hearing). 2. Only the statutory exceptions are good cause for moving into executive session. The board should announce to the unit owners the purpose of the executive session (such as "to discuss rule violation matters") 3. Except as permitted by applicable law, no decisions, resolutions, or motions may be adopted in executive session. All business must be conducted in an open portion of the meeting. 4. The board should not take minutes of executive sessions, executive sessions, except when the law permits the board to make decisions in closed sessions. PBLLCAA Board Directors agree that all information learned or discussed at an Executive Session of the Board of Directors is privileged and confidential, and acknowledge that such matters are not to be publicly discussed until such information becomes part of the Association's public records. Directors understand that if they violate board confidentiality they may lose their officer position; and the defense of any possible claims or lawsuits might not be covered by the Association’s Directors & Officers insurance. Further they may not be entitled to indemnification/reimbursement by the Association for any damages they incur as a result of their action. 

Motion to Adjourn Executive Meeting 

PBLLCAA BOARD OF DIRECTORS MEETING RULES AND PROCEDURES 

MEETING DISCUSSION 

1. The board president is normally the Chair of the board meeting. The Chair's role is to facilitate deliberations and to assist the board in conducting its business in a fair and efficient manner. By a majority vote of the board, the president or other incumbent Chair, may be removed from the Chair and any other board member may be assigned to Chair the meeting. 2. When an item of business is to be discussed, the Chair announces the item to be discussed and opens the floor to discussion. 3. The Chair, as a director of the board, is entitled to voice his or her opinion, and cast votes on matters that come before the board. However, the Chair has the responsibility for providing each member of the board an equal and fair opportunity to be heard. 4. No board member may speak until recognized by the Chair (except that a motion to remove and re assign the Chair, and a dissent, may be made without recognition when no other person has the floor and the Chair has unreasonable failed or refused to recognize the Movant). No board director may interrupt the speaker who has the floor. 5. The Chair may impose reasonable time limitations. All time limitations must be uniformly imposed upon all of the board directors. The speaker shall be given a one minute warning before time runs out. By vote of a majority of the board, time limits may be extended. 6. The Chair is to recognize each board director in turn. Discussion shall be limited to the item of business at hand, and the Chair shall have the authority to take the floor from a speaker who does not limit discussion to the item of business at hand. No board director may speak to an issue for a second time until all other board directors have had the opportunity to speak to it for a second time. 7. A unit owner or guest may be recognized to speak only if a board member wishes to obtain input from a unit owner and the board agrees. When possible allowing a unit owner to participate in the deliberations should be done by acquiescence of all board directors. Formal voting on the question is only necessary where it appears to the Chair that there is a disagreement. 8. When it appears to the Chair that all board directors have had the opportunity to fully discuss the matter at hand, the Chair should announce that the item of business is ready for a vote. 

MEETING VOTING 

1. There are 3 basic motions for each item of business. a) A motion to adopt a specific action by the board. b) A motion to table the item to another meeting (including fact finding assignments to a person or committee). c) A motion to remove an item from consideration. 2. The board is limited to one item of business at a time, but there are no limits to the number of motions that may be considered as to how to dispose of that item of business. Motions need not be seconded. 3. After each board member has had the opportunity to discuss each motion presented for consideration, the Chair will call each motion presented to a vote. Those motions adopted affirmatively by a majority of board members present are carried, provided a quorum is present. 4. The fact that a motion has been adopted or failed does not prevent the item of the business from being added to the agenda in the future and all motions may be reconsidered at any time by the board. 5. In the event that a board member believes that an action by the board is unlawful, contrary to the power 

and authority of the board, or not in the best interest of the Association, that board member may make an oral or written dissent explaining the reasons why he or she believes that a dissent is necessary. The oral or written dissent shall become part of the minutes. 

PROCEDURAL MOTIONS 

PROCEDURAL MOTIONS DURING DISCUSSION 1. Modify, or Withdraw a Motion Only the original movant may modify or withdraw his or her motion. Other board members may modify a motion by presently it in the form of their own motion. 2. Motion to End Discussion and Vote on Motion This is not a true motion, but is in the nature of a request to the Chair that the motions under discussion be brought to a vote. If the Chair refuses the request, the member may appeal the decision of the Chair. PROCEDURAL MOTIONS MADE ANYTIME 1. Appeal Decision of the Chair Any member may appeal the decision of the Chair. The matter then shall be brought to a vote be brought to a vote before the board. 2. Suspend the Rules Any director may make a motion to suspend the rules including the reasons why they should modify the rules or procedures in an individual case. METHOD OF HANDLING PROCEDURAL MOTIONS 1. If there is general acquiescence of all board directors to the motion, then the motion may carry without a formal vote. 2. If there is disagreement about the procedural motion, the matter shall be taken to a vote of the board. Once the board has ruled upon a procedural motion, there is no right to reconsider or to repeat the motion. 3. There are no Questions of Privilege or Points of Order. All procedural questions are merged into the Appeal Decision of the Chair. 4. No person other than board directors may make any motion, including Procedural Motions. 

Meeting Order 

THESE SANCTIONS SHOULD BE USED SPARINGLY AND ONLY TO THE EXTENT TO KEEP ORDER: 1. In the event a board director violates any of these Rules or the decisions of the Chair, then the Chair may declare the director out of order. 2.With respect to a director who is out of order, the following discipline may be imposed at the discretion of the Chair: a) the director may be warned without sanction. b) the member may be excluded from the discussion on the item of business at hand. c) the director may be excluded from discussion of all items of business. d) for gross interference with the meeting, the director may be removed from the meeting. 3. A director who is declared out of order has the right to appeal the decision of the Chair both as to the question of whether the director was out of order and as to the question of discipline. The board shall approve or deny the appeal by a majority vote, except that the extreme sanction of removal from a meeting shall be upheld only by the vote of at least 2/3 of the directors of the board. 4. If the board upholds the declaration and/or discipline, the director has the right to dissent for the record before the imposition of sanctions. 5. The legality of these sanctions depends upon the fact circumstances in which they are imposed. These sanctions should be used sparingly and only to the extent necessary to keep order. The board should seek advice with respect to its authority to impose sanctions with respect to its own governing documents, applicable law, and facts in any specific situation. 

PBLLCAA Director Participation & Fiduciary Responsibilities 

Board Directors should: 1. Strive at all times to serve the best interests of the association as a whole regardless of their personal interests. 2. Use sound judgment to make the best possible business decisions for the association, taking into consideration all available information, circumstances and resources. 3. Act within the boundaries of their authority as defined by law and the governing documents of the association. 4. Provide opportunities for residents to comment on decisions facing the association. 5. Perform their duties without bias for or against any individual or group of owners or non owner residents. 6. Disclose personal or professional relationships with any company or individual who has or is seeking to have a business relationship with the association. 7. Conduct open, fair and well publicized elections. 8. Always speak with one voice, supporting all duly adopted board decisions—even if the board member was in the minority regarding actions that may not have obtained unanimous consent. 

Board members should not: 1. Reveal confidential information provided by contractors or share information with those bidding for association contracts unless specifically authorized by the board. 2. Make unauthorized promises to a contractor or bidder. 3. Advocate or support any action or activity that violates a law or regulatory requirement. 4. Use their positions or decision making authority for personal gain or to seek advantage over another owner or non-owner resident. 5. Spend unauthorized association funds for their own personal use or benefit. 6. Accept any gifts—directly or indirectly—from owners, residents, contractors or suppliers. 7. Misrepresent known facts in any issue involving association business. 8. Divulge personal information about any association owner, resident or employee that was obtained in the performance of board duties. 9. Make personal attacks on colleagues, staff or residents. 10. Harass, threaten or attempt through any means to control or instill fear in any board member, owner, resident, employee or contractor. 11. Reveal to any owner, resident or other third party the discussions, decisions and comments made at any meeting of the board properly closed or held in executive session.