COMMON INTEREST COMMUNITY STANDARDS COUNCIL Governance Standard GOV-002 — Meeting Procedures & Parliamentary Rules Version: 2.4 | Effective: October 2025 | Review Cycle: Annual Authority: CICSC Governance Standards Council | Status: Current ================================================================ PURPOSE This standard establishes the procedural requirements for valid board meetings, annual meetings, and special meetings of common interest community associations. It sets minimum standards for notice, quorum, voting, and record-keeping. ---------------------------------------------------------------- 1. MEETING TYPES ---------------------------------------------------------------- 1.1 Board Meetings Regular meetings of the board of directors, held pursuant to a schedule established in the bylaws or by board resolution. Transacts all ongoing governance business of the association. 1.2 Special Board Meetings Called between regular meetings for matters requiring board action before the next regular meeting. Notice requirements are typically more stringent than regular meetings. 1.3 Annual Member Meetings Required by statute and/or governing documents. Primary purposes: election of directors, presentation of annual reports, membership votes as required by the documents. 1.4 Special Member Meetings Called outside the annual meeting schedule. Requirements for calling (threshold, notice, purpose limitation) are established in bylaws and state statute. 1.5 Executive Sessions Closed portions of board meetings restricted to directors and specifically invited participants. Governed by GOV-003. ---------------------------------------------------------------- 2. NOTICE REQUIREMENTS ---------------------------------------------------------------- 2.1 Board Meeting Notice -- Minimum Standard REGULAR BOARD MEETING Minimum Notice: Per bylaws (typically 48-72 hours) Method: Posted or distributed per governing documents SPECIAL BOARD MEETING Minimum Notice: Per bylaws (typically 48-72 hours) Method: Posted or distributed per governing documents ANNUAL MEMBER MEETING Minimum Notice: Per statute and bylaws (typically 10-30 days) Method: Written notice to all members of record SPECIAL MEMBER MEETING Minimum Notice: Per statute and bylaws Method: Written notice to all members of record 2.2 Notice Content Valid notice must include: - Date, time, and physical location of the meeting - For member meetings: the agenda or items to be considered - For special meetings: the specific purpose(s) for which the meeting is called 2.3 Open Meeting Posting States with open meeting requirements for associations (e.g., Texas) may require board meeting notices to be posted in a location accessible to all members. Confirm applicable state statute. ---------------------------------------------------------------- 3. QUORUM ---------------------------------------------------------------- 3.1 Board Quorum A majority of the total authorized board seats constitutes quorum for a board meeting unless the governing documents specify otherwise. Board action requires quorum present. Example: 5-member board -- quorum = 3 directors present 3.2 Member Meeting Quorum Established by the bylaws, typically a percentage of membership or membership votes (in-person + proxy). Many associations have difficulty achieving quorum at annual meetings; boards should understand the bylaws' quorum requirements and plan accordingly. 3.3 Loss of Quorum If quorum is lost during a meeting, the meeting may continue only to adjourn or recess. No binding business may be transacted without quorum. ---------------------------------------------------------------- 4. AGENDA MANAGEMENT ---------------------------------------------------------------- 4.1 Agenda Preparation The board chair (or president) is responsible for the meeting agenda. The manager typically prepares the agenda draft for the chair's review and approval. 4.2 Agenda Discipline The board should act only on items appearing on the agenda. Adding items from the floor ("new business") should be limited and carefully managed; significant business items should be noticed in advance. 4.3 Consent Calendar Routine, non-controversial items (approval of prior minutes, routine disbursements within budget) may be grouped on a consent calendar and approved in a single motion, saving meeting time. ---------------------------------------------------------------- 5. MOTIONS AND VOTING ---------------------------------------------------------------- 5.1 Motion Procedure 1. Director makes a motion -- "I move that..." 2. A second director seconds the motion 3. The chair opens discussion 4. Discussion concludes; the chair calls the vote 5. Vote is taken; result is announced and recorded 5.2 Vote Recording Minutes must record each director's vote on substantive motions. Voice votes are permissible for routine matters; roll call votes should be used for significant decisions or when a director requests a recorded vote. 5.3 Majority Vote Unless the governing documents require a supermajority, board action requires a majority vote of directors present and voting (assuming quorum). 5.4 Action Without Meeting Most states permit boards to act by unanimous written consent without a meeting. The written consent must be signed by all directors and retained as a record. This should be reserved for ministerial matters and time-sensitive decisions. ---------------------------------------------------------------- 6. MINUTES ---------------------------------------------------------------- 6.1 Minutes Are Required Every meeting at which board action is taken must be memorialized in meeting minutes. Minutes are the official record of the association's governance actions. 6.2 Minutes Must Include - Meeting date, time, location - Directors present and absent - Whether quorum was established - Each motion made, who moved and seconded, vote result (including each director's vote) - Actions directed to management or others - Any reports received (financial, manager, committees) - Time of adjournment 6.3 Minutes Must Not Include - Verbatim transcripts of discussion - Characterizations of director statements - Attorney-client privileged communications (executive session discussions may be summarized; privileged legal advice should not be detailed) 6.4 Minutes Are Not Official Until Approved Draft minutes must be approved at the subsequent meeting. Until approved, they are drafts only. ---------------------------------------------------------------- COMPANION RESOURCES ---------------------------------------------------------------- Quick Reference: Board Chair Meeting Checklist (QR-S5) Template: Board Meeting Agenda Template Standard: GOV-003 -- Executive Session Standards Standard: GOV-001 -- Board Roles and Fiduciary Duties ================================================================ CICSC provides governance education and standards. This document does not constitute legal advice. Consult qualified legal counsel for jurisdiction-specific governance questions. © 2026 Common Interest Community Standards Council. All rights reserved. cic-sc.org