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Subject: Do Special Meeting minutes have to be given to Management Company?
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JohnT38
(South Carolina)

Posts:84


07/18/2019 8:12 AM  
I have called a special meeting for next week. The board will vote on if we should proceed with sending out an RFP to management companies. The current company will be included in the process. It is my understanding that minutes need to be recorded for this meeting. Normally, our MC keeps these minutes. My question is, do we have to forward the minutes for this meeting to them? Although they will eventually find out what we are doing I would prefer that they not know until we are about to release the RFP. Any advice would be appreciated!
ND
(PA)

Posts:330


07/18/2019 8:25 AM  
I see no issue with having board-approved minutes that are strategically sent to MC for record-keeping purposes at a time that is most appropriate to not interfere with what you are trying to accomplish.

If they've been prepared and approved IAW proper procedures, then that's what makes them official, not the act of sending to MC for record-keeping.

Think of it this way . . . if you had no MC, your process would end at Board approval of minutes and Secretary (most likely) would be responsible for retention of the approved minutes.
AugustinD


Posts:1886


07/18/2019 8:33 AM  
Is this a Special Meeting of HOA Members? Or is it a board meeting called for a special purpose?

Who is going to vote at this meeting, the Board or the HOA members?

I believe voting on whether to send an RFP is a board duty. Members can vote to recommend to the Board xyz, but this has no legal validity.

Has the agenda been sent out to all HOA members? If so, what exactly does it say?

Who called this meeting? Is the Board following the governing documents in conducting the meeting?
JohnT38
(South Carolina)

Posts:84


07/18/2019 8:48 AM  
Augustin, below are the answers:

1.) Only board members will be voting.
2.) As stated above only the board will be attending and voting.
3.) No agenda has been sent to HOA members and they have currently not been informed about this issue.
4.) I am the VP and I called the meeting as allowed by our governing documents. We have previously discussed this primarily through emails. The purpose of the meeting is to formally document the decision and verify that the votes required to move forward.

I appreciate any feedback you can provide!
AugustinD


Posts:1886


07/18/2019 9:34 AM  
Thanks John. My response would hinge on what the open meeting requirements are per your HOA's covenants and state law. If the Members are supposed to be informed at least of the general nature of this closed board meeting's discussion and vote, I do not see how you can legally keep this from getting to the MC. I think the members' rights to some transparency have to come first here, especially on such a big decision as changing management.

I think most here have been in the situation where a contractor was going to be let go and yet had some time remaining on her or his contract. Maybe how to handle this is a better topic?
ND
(PA)

Posts:330


07/18/2019 9:44 AM  
I hadn't thought about the potential open meeting requirements in your state. AugustinD's input is good in that regard and if there's an open meeting requirement, my advice would be different.

In PA, we have no requirement for open meetings (except 1 annual meeting each year). In cases like this, that is a good thing since we could just call a meeting, get business done, and move on . . . no reason to even entertain the need to announce to membership so many days in advance, publish agenda, who is voting, etc., etc., etc.
MarkM31
(Washington)

Posts:469


07/18/2019 9:56 AM  
Nothing has to be sent to MC. Record keeping is the responsibility of the Board.
JohnC46
(South Carolina)

Posts:8563


07/18/2019 3:55 PM  
I have called a special meeting for next week. The board will vote on if we should proceed with sending out an RFP to management companies. The current company will be included in the process. It is my understanding that minutes need to be recorded for this meeting. Normally, our MC keeps these minutes. My question is, do we have to forward the minutes for this meeting to them? Although they will eventually find out what we are doing I would prefer that they not know until we are about to release the RFP. Any advice would be appreciated!

JohnT

While I do not know your docs, I know mine well and as since we are both is SC, there are probably similarities.

1. You are not calling a Special Meeting and this is confusing some. You are simply calling for a BOD Meeting. You are calling for an unscheduled meeting of the BOD which is well within your rights to do so.

2. An MC is not included in BOD Meetings unless asked to be thus no need to invite/include them in the meeting.

3. Minutes should be recorded and privy to all owners, but not necessarily the MC.

4. MC's work for, are hired by, and contracted by the BOD. The BOD runs the show. Do not be intimidated by the MC. If push comes to shove, fire their a$$.

5. When push comes to shove, it is often best to have a "Come to Jesus" meeting with a vendor. Meaning a clear the air about issues with them but stay with them before kicking their a$$ to the curb. We have been doing such with our MC for the last month or so. We are getting there.

AugustinD


Posts:1886


07/18/2019 4:38 PM  
Posted By JohnC46 on 07/18/2019 3:55 PM
3. Minutes should be recorded and privy to all owners...


... as given in South Carolina's Nonprofit Corporation Act, Section 33-31-1602. Inspection of records by members. See https://www.scstatehouse.gov/code/t33c031.php .

If the Minutes are done per Robert's Rules, and the sole purpose of the meeting is to discuss, and then vote on, sending out RFPs to prospective management companies, I believe all the Minutes need to say on the subject is:

Director Jones motioned to send RFPs to the following four management companies: HOAsRUs, No-OT-HOA-Managers, Fernando's Professional Management Company, and Honest Alice's HOA Management.

Director Rodriguez seconded the motion.

Discussion ensued.

Director Ling amended the motion to add "Happy Days Covenant Enforcement LLC" to the list of MCs. No objections were made.

The motion to send out RFPs to the aforementioned five management companies passed, 5-0.
JohnT38
(South Carolina)

Posts:84


07/18/2019 4:41 PM  
JohnC,

I appreciate your feedback. I may be getting off topic here but bare with me while I explain what I'm thinking. Since we are only meeting to agree if an RFP should be drafted I was hoping to avoid publicizing this to the existing MC or the residents until a later stage in the process. My thinking was that we don't ask the residents for input when we put out a request for other vendors when we need maintenance work done like tree trimming, gutter installations, siding repair, etc. In these examples, the board makes the decision on what vendors to use without informing the residents what vendors were considered. My thinking was that we would draft the RFP, send it out to three vendors, including the current MC, and then award the contract. At this point residents would be notified of the outcome and an explanation would be provided on the reasoning behind the decision. I guess I was under the assumption that it is implied that the board will negotiate all contracts that are involved in running the community.

Am I looking at this incorrectly? I'm honestly not trying to pull a fast one or do something that is ill advised. I've been wrong before so if I need to consider another view I'm all ears!
JohnC46
(South Carolina)

Posts:8563


07/19/2019 8:33 AM  
John

I see no need for a BOD meeting to discuss putting together a RFP nor one for the final RFP. It is just a BOD discussion and in SC can be done via Email.

Owners are allowed to see any signed contracts but as to how the BOD got there, is not their business. This is not hiding anything from the owners and they elected you all to run the place.

If including the present MC as a bidder, inform them you are preparing a RFP and they will be asked to bid along with other bidders. No need to sneak around them. I assume they are on an automatic monthly contract renewal which is typical after the first year. We have been like this with our landscaper and MC for 3 years. They may even ask if they can meet and discuss what they need to do to keep the present arrangement. You might be able to get more from them for less. At least give them a shot at it.

I assure you, no association in this world has ever had a landscaper and/or a MC that every owners loved. You will always have several CCO's. Chief Complaining Owners. We have 2-3 out of 112.
SheliaH
(Indiana)

Posts:2623


07/19/2019 8:37 AM  
What JohnC said.

If your documents have instructions for calling an executive session (that's really what this is), follow them. When I was on my board, we never had the property manager at our executive sessions - they were usually held after the regular meeting and we'd send the property manager home.

This isn't about "pulling a fast one" - sometimes the board must have meetings where the property manager doesn't have to attend or you don't want him/her there for whatever reason. That is a business decision you make and since the manager works for the association, he or she will just have to pip down and wait for the board to say whatever they plan to say.

Go ahead and have your meeting, draft your RFP and send it out. You could also have a sit-down with the current manager before all this and tell him/her your concerns about their job performance. Come up with a performance improvement plan to give him/her a chance to change their ways, along with a deadline. You don't have to tell him/her (yet) about the RFP, but continue to draft it during the performance improvement period. You should also check your contract to see what it says about termination and develop a transition plan so it will be ready to go if you decide to make a change.

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