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Subject: Meeting Minutes - Having something noted in the minutes
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SamanthaB2
(Virginia)

Posts:1


10/16/2018 3:56 PM  
Hello...

If during the Board Meeting a director wants something noted in the minutes (opposes a decision, etc.), how can that be done and is there a standard for doing? Does the noted have to be approved? What if the President refused to allow the note to be added to the minutes?

Thanks!
Samantha
SheliaH
(Indiana)

Posts:2470


10/16/2018 5:22 PM  
If a board member wants to note an objection to a decision that has been made, he or she could prepare a brief written statement and the secretary should add that to the minutes. It should be limited to a motion that was made, seconded and approved - it's ok to object to something during a discussion, but you don't need all of that noted in a statement because it can get long-winded. People can always ask the board member for more information on why he/she doesn't like an idea.

Personally, I'd limit it to one or two pages and you might want to issue some ground rules, like no name calling, making threats, etc. I don't think the president has the power to allow the note to be added - he/she isn't the secretary and only has one vote. The minutes should reflect the decisions the board makes and not be a note for note recap of who said what.
GeorgeS21
(Florida)

Posts:1209


10/16/2018 8:07 PM  
Or, you could note the motion, that it was seconded and approved, or disapproved.

If a losing board member disagrees, it is really irrelevant.
ND
(PA)

Posts:283


10/17/2018 4:53 AM  
Google will provide many answers for you in regard to minute content and formats. There are many ways to do things and indicate the tally of votes. Also, proper procedure for tallying votes may be in your HOA documents or VA HOA law. Check there first.

In my opinion, much depends on what is actually being voted on.

If an insignificant issue/topic/decision and someone disagrees, there is probably no reason to indicate their name or reason for disagreement.

However, if a significant issue/topic/decision, it is completely within the right of a Board Member to request their name accompany their dissenting vote along with a brief reasoning behind their vote if that's what they desire . . . which is especially important if the dissenting voter feels that the Board's decision is in conflict with HOA documents or HOA law.

The secretary writes the minutes. Input/adjustments to what's written could come from any Board Member. The President's input carries no more weight than the input of each other Board Member and as such, the President does not singularly approve or disapprove what goes into the minutes. The minutes get approved (or amended then approved) at the next meeting by vote of the Board. If a majority of the Board at a subsequent meeting approves the minutes, they are approved. If adjustments to the minutes are needed before a majority of Board Members will approve, then that is done first.

KerryL1
(California)

Posts:6350


10/17/2018 8:53 AM  
I agree; the prez has no individual voice. But the Board could vote, I believe ,to disallow the dissenter's request for the reasoning for the no vote in the meeting minutes.

ND
(PA)

Posts:283


10/17/2018 9:57 AM  
Posted By KerryL1 on 10/17/2018 8:53 AM
I agree; the prez has no individual voice. But the Board could vote, I believe ,to disallow the dissenter's request for the reasoning for the no vote in the meeting minutes.




Agreed . . . at which point if I were the dissenting voter, I get to make the next move and would start asking some questions:
- Am I being petty with my dissenting vote and my desire to have the reason written into the minutes? (Maybe I am and the majority BOD disagreement with my position helps me realize that.)
- Are there ulterior motives or conflicts of interest occurring?
- Are other BOD Members conspiring against me?
- Do I need to formalize and document my thoughts/input separately and ensure the Board, Management, Lawyer receive it?
- Do I need to take steps to inform neighbors what is occurring?
- Do I continue being a member of this BOD? (Note: Resigning, for me, would be a last resort though since remaining on the BOD would allow more things to occur more easily than if I were not on the BOD.)

SueW6
(Michigan)

Posts:491


10/18/2018 6:43 AM  
Demand a rollcall vote on the motion. The dissenter will have that on record in the minutes.

He/she can do his explaining outside of the meeting to anyone who wants to listen. But his reasons for voting the way he did/did't don't have any place in the legal minutes of the meeting.

He can always ask for a re-consideration on the motion or the motion to be recinded or amended at another meeting, as long as the action of the motion hasn't taken place.(like tearing down a building has already started) An emergency meeting can be called (with notice) to do all this.




AugustinD


Posts:1591


10/18/2018 8:52 AM  
Posted By SamanthaB2 on 10/16/2018 3:56 PM
If during the Board Meeting a director wants something noted in the minutes (opposes a decision, etc.), how can that be done and is there a standard for doing? Does the noted have to be approved? What if the President refused to allow the note to be added to the minutes?


If a board majority is rogue; the director is generally seen as minority; and said director wants xyz in the Minutes, then no part of either the CC&Rs, Robert's Rules, or pleas to be civil and fair will get said director anywhere. She or he can hire a lawyer and pay at least a few thousand dollars for a review of the CC&Rs and maybe case law and a polite letter "from an attorney." The HOA lawyer will do what the board majority wants: Namely, run up the minority director's attorney bills and fight the claim by the minority director.

If things are this bad, the minority director should wait out her or his term and then try to enlist like-minded people to run at the next election and throw the rogues out.
KerryL1
(California)

Posts:6350


10/18/2018 8:55 AM  
At the same meeting, only a director on the prevailing side can ask to reconsider a decision.

At a subsequent meeting, the dissenter can have on the agenda to move to rescind the decision. Their reason would be presented in the form of a motion. If no second, it dies, but at least the director would be on record in more detail.
KerryL1
(California)

Posts:6350


10/18/2018 8:57 AM  
All of the votes in my HOA are roll call votes.

At the same meeting, only a director on the prevailing side can ask to reconsider a decision.

At a subsequent meeting, the dissenter can have on the agenda to move to rescind the decision. Their reason would be presented in the form of a motion. If no second, it dies, but at least the director would be on record in more detail.
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