You're kidding, right? aka no minutes to be sent w/o prior approval

So I get an email from one of our neighborhood association's BOD. Apparently, I broke some unwritten rule! I sent out committee meeting minutes BEFORE they were approved by the board.

Uh, 'scuse me...there were no directors at this committee meeting so why would they even think they needed to approve any(and all) correspondence being emailed out.

Last time I checked I still live in the good 'ole US of A where the right to information is protected.

BTW, no where in our association's bylaws is there any mention of committee minutes needing to be "approved" by the board.

Me thinks someone is trying to flex some muscle...

Happy 4th of July!!

Elizabeth is this the first meeting of the committee? If not were all of the other minutes approved by the BOD before they were sent? Committees serve at the pleasure and direction of the BOD and are not autonomous entities unless that is provided for in their charter. Out of common courtesy I would think you would want to inform the BOD before the homeowners as they are ultimately responsible for the committee's actions.

"Me thinks someone is trying to flex some muscle..."

Me thinks it was you.

Elizebeth,
Who chairs your committee? Is it a Board member, can often be. It really is the responsibility of the chair of the committee to decide how the minutes or any other actions the board takes is published. Consider a link on you web site being one but just one. I don't agree you were trying to flex muscle, at least not from the information provided, however Glan has picked up from your tone there maybe a heirarchy struggle, if so, mend the problem. The Board decided it needed you all as a committee, you in turn will need support from the board to get your job done. If, getting the job done requires a understanding with your board about publishing your meetings, work it out with them, before sending anything out. I certainly am of the school that all members in an organization are equal, and they are, all should have equal authority, and they do, in keeping with most state charter and your Master Deed. The problem is how is this information stuff administered. With a good understanding between the board and committe, no problems will come up. However, since I believe that committees should have an unrestricted avenue for information to pass to the membership and back to the committee without Board interference, there is no reason this shouldn't work out if all is on the same page. The committee reports should not be a washed and bleached result of the Board opinion. There is no wrong for a committee to see things differently than the Board, that is the purpose of committees (to report things the board don't know about). It goes without saying that committees will also get feedback the Board will never get, so will acquire knowledge the Board don't have. What is wrong with the membership knowing all this? The "Powers" are still a equal member, no more.
My advice, work out what works best for your board, if you don't like their reasoning, convince them otherwise or get support to set them right. If the Board is decreeing a restriction on committees as a policy without discussing the need for such policy, the Board is acting defensively and that is a bad sign. I am always dumbfounded when I hear that some BOD require or pressure fellow members that they have to support or at least, not voice disagreement with board actions. I have seen this as part of the nomination or selection of new members to run for election. It is one thing to agree you (a candidate) will give your upmost in reaching a consensus with the Board, it is quite another to promise you will never show dissent in your position as Board member. It is the extreme of this to expect this should be required of Committees.

Thank you all! It is always good to see things from different prospectives.

This was a new formed committee and yes, our first meeting (no BOD's are participating members of this committee).

Up until a few months ago, our board never sent out minutes of meetings (I'm still not positive they are sending minutes out for every board meeting).

This committee felt it imperative and vital that owners need to be in the know.

So if you all are saying I should send the minutes first to the BOD, how long do I give them to make their edits? 24 hours? My worst fear is they will try to white-wash every thing--changing information even though they weren't in attendance at the committee meeting.

Elizabeth,

In reading your original message, I was of the impression you had sent the committee minutes to the other committee members, now I see I was wrong. Although, I don't feel the board should be approving the committee minutes; you do not have the right to mail them to the members of the assn. w/o board approval. That is the resp. of the board. As others have stated, all committee members serve at the pleasure of the board. Committee members take their orders from the board, they do not operate on their own. Whether the board wants to make their board meeting minutes, or even your committee meeting minutes, available to the members, is their perogative; unless otherwise authorized in the gov. docs. If the committee members feel it's "imperative and vital" that the owners be made aware of their actions, then they should express their feelings to the board. The board cannot edit your committee meeting minutes; however, they may choose not to reveal to the members the specifics of all actions taken.

Am I to understand, Arkansas has no open meeting law which requires all meetings (including committee meetings) to be open to all members?

Formalities aside, simple Courtesy will often solidify one's Bona Fides.

"Dear X, XX & XXX,

Attached are the Minutes I've prepared for distribution to Membership. If you have any comments or observations, please respond by (24, 48 hours, whatever).

Regards,

XXXX"

Doesn't mean the coms or obs will be nor should be added; just that you included them in the loop. As a Courtesy, which they'll remember.

Susan,

Others have also stated what you have, though nobody has cited any authority for this position (I think). The only refs in our ByLaws are that 1) The BOD may appoint commitees, and; 2) The Sec keeps minutes of BOD & Association meetings (which I take to mean meetings of the entire Association, not a Commitee). BTW, we have no Commitees. If a BOD wants to make it a condition of a Commitee that their minutes can only be distributed by the Board, I have no quarrel with that. But if folks are willing to sit on a Commitee, and the BOD has not set such a condition, I also have no quarrel with them disseminating info as they choose, though still think letting the BOD see them first, as a courtesy, is a good idea. God knows it's hard enough to get people to volunteer for anything, and such micro-managing certainly won't encourage others to pitch in.

Excuse me for injecting a little reality here but nowhere does it say that the BOD wanted to impose draconian censorship to the committee's report; only that they wanted to see it first. This is not unusual in any organization or company except inept and disorganized ones.

Bruce,
As usual your logical approarch is hard to answer and as usual, there are probably exceptions. But I won't pose a counterpoint except to say, there are Boards and there are Boards. Not all boards have the same M.O. but nearly all Board have a track record. What success does the Board have in, say, maintaining the landscaping and grounds. Suppose the record is poor evidenced by all the crap that needs done that should be done as outlined by contract. Now annual meeting times rolls around, Eddie in the back row brings up the subject, presents photos, contract with landscaper, and a whole bunch of stuff that this particular job is being managed badly. Then, based on his presentation he makes a motion the the Board appoint a committee to study the matter for six months, volunteers to be chair and asks for a mandate to provide the owners with his report in six months. Four other members voluteer to serve and he recives a second to his motion and asks for a vote. Now, taken what I wrote as fact, Eddie has provided ample evidence that the board is lacking oversight in this particular matter and Regime money and property value is being poured down a hole. Does Eddie's tactic to right a wrong deserve support or not, or does the Board's authority supercede the good of the community? I realize this is a contrived story, but it is just to ask us to think that some of the "rights" some boards stand on are not always beneficial.

How would you as a board member react? To resign to the man and say the hell with it is one action. Another might be to think, maybe we better, as a board look more critical at how we do things, and probably lots we have never thught of. But the thought might come up: "Hey, wait a minute, if this guy Eddie is right and we as a board allowed it, for the good of the association it just might be a good idea to give Eddie his head and let him make his report to the owners, and God Bless him for caring. Non board members can be just a important as Board members. No, I donot adovocate divisiveness as a weapon to get your own way or to damn the Board, it's not about that.

Robert, your example helps to make my point.

Eddie make a motion to have the board appoint a committee.

So, the BOARD establishes the committee and Eddie is appointed chair. Since the board created the committee, they will instruct Eddie what he is to do. He will write a report which will be provided to the homeowners, BUT, the board is not likely to give him the authority to release it until AFTER the board has reviewed it. The authority still rests with the board, and the board is the body that is ultimately responsible to the homeowners.

Robert have you ever heard the expression: "The right hand doesn't know what the left one is doing"? The committee's authority comes from the BOD and the BOD is responsible for its actions. In your scenario what if your committee recommends something that is in direct violation of the CC&R's and just sends it to the community? Now Joe or Jane Homeowner doesn't realize it's just a committee's recommendation of what they (the committee) wants to happen and start to follow it. When they start getting violation letters for doing something that someone that had no authority to tell them to do; who do you think they're going to complain to?

Just as there should be a primary contact person between the BOD and the MC to prevent the MC from receiving conflicting orders so should there be a clear channel of communication from the BOD to the homeowners. I would imagine a major corporation such as Wal-Mart, GM, GE et al have any number of committees, do you suppose they have free reign to disseminate their reports?

There was a post about an out of control committee a while back:
http://www.hoatalk.com/Forum/tabid/55/view/topic/forumid/1/postid/44422/Default.aspx

Robert,

No offense taken. You're entitled to your opinion, and while I can understand and sympathize with your feelings, I cannot agree with something that I believe violates accepted protocol.

Allow me to address, specifically, some of your comments:

You said: "how would you feel about the disemination of the committe minutes that would also go to the Board for what ever evaluation or conclusion they care to make, based on the minutes as provided." You also said: "Your side wants to control how the information of the committee is handled because you have a fear, things might get out of hand, and prove an embarrassmenr to the Board, so you want the Board to nip this in the Bud before it grows big as an elephant."

I have no such fear, nor have I said anything about control. I've already said, repeatedly, that the board cannot change the minutes of the committee meeting to suit itself. So, your statements above are incorrect. If you believe they are true and that is the board's intent, or that they have some other sinister motive, then you do not trust your board and it is best to recall the board members and replace them.

You said: "I just can't believe how it benefits the Real Property (association) to have secret enclaves to run the association business."

There's nothing "secret" here at all. I also said, repeatedly, if a homeowner asks to see the committee minutes, then the board must make them available. I've already said the board cannot change them, so the homeowner gets to see the minutes exactly as the committee prepared them. What's secret about that? Again, unless you mistrust your board. Certainly, "secret enclaves" are not beneficial to the association, but neither are renegade committees and loose cannons.

You said: "It's a business, the last time I looked, not a Lords of the Rings Council to map the direction of the world." You also said: "If you believe the Board has the authority to control completely the actions of the committee..."

Yes, it is a business, and in a business we must function in an orderly manner according to a standard operating procedure; a set of rules. In any business there is a reporting structure. Of course, I am not familiar with your governing documents, but I'd be willing to bet that they are structured so that committees are subordinate to the board. I know ours is. And, that means that yes, the board does control the actions of the committee, at least insofar as placing limits on the committee's authority. Even where a committee is given the authority to approve or disapprove a request (such as with the Architectural Control Committee), an aggrieved homeowner can appeal the committee's decision to the board. So, the board has the final say. Like it or not, that's the way our society has been set up for decades, if not for centuries. If we're not happy with the rules, we're welcome to change them, so long as we do so in accordance with the rules, that is.

You said: "In my scenario I made it a part of the motion that the report will be made by Eddie to the owners."

First, one assumption here is that the motion would pass exactly as stated without amendment. Also, there is nothing in the wording of the motion that says the report would bypass the board and go directly to the homeowners (One has to be careful with wording; that's called a loophole.) Even if the motion were to be more precisely worded, some board member (or homeowner) might successfully argue for an amendment to require the report to be submitted to the board first.

Second, as I already said, I'm not familiar with your governing documents, but I know that according to our governing documents such a motion would be ruled out of order because it would conflict with the authority of the board as stated in our governing documents. Any motion that conflicts with the governing documents of an organization is out of order, and even if passed, would be null and void. You may want to review your governing documents carefully to be sure such a motion would even be in order.

You also said: "If I would have seen in my not smallish exposure to this Home Owner Association stuff that a closed secretive fearful Board produces better results than a open management program, I may feel different, but I haven't."

You refer to a "closed, secretive, fearful board." Somehow, I detect in this sentence, and in your entire argument, a severe mistrust in your board. I feel our board conducts itself openly, and with the interests of the community and the association in mind, so, perhaps that's why I have difficulty accepting your position. If the board is indeed not to be trusted, as I said earlier, the board members need to be replaced. Not working with the board is not the answer.

I agree, there should be open communication, but that doesn't mean that I think committees should take it upon themselves to operate in renegade fashion and attempt to circumvent what are considered to be accepted standard channels of communication. To operate efficiently and in the best interests of the association, the board and its committees must operate in an orderly, unified manner.

If individual board members cannot unilaterally take it upon themselves to release information, then what gives a committee, let alone a single committee member, the authority to do so? (Remember, the original post referred to a single committee member unilaterally deciding to release the committee minutes).

Individuals and committees that do not act in concert with the board, and speak (or email, or whatever) without the approval of the board, even when their motives are well-intended, sometimes ultimately do more harm than good.

Whoaaaa!! I didn't mean to start such a fire;-). This discussion has been great at opening my eyes to things.

Robert saw through what I was inquiring about (I left a lot our of the story but there seems to be a feeling of "censorship" by the BOD).

Taking a page from Bruce's play book, I have figured out a way to give the board what they want and a way for this committee to feel ok about it (this committee is essentially a "research/gather info" committee as such the board has the final say regardless).

Now here's a new twist to my question, must this committee have the BOD "approve" our notice of meeting BEFORE it goes out to the association? If we're following the letter of the law, I'd guess yes.

This then leads to another question: must any neighbor who wants to send out an association-wide email get it approved by the board first?? What if the email is about a farewell party they are throwing for another neighbor who is moving??

Elizabeth,

There is a difference between a committee or a committee member, acting in an official capacity, and an individual homeowner acting as an individual or a private citizen, even when it's the same person.

No, the board does not have to approve the communications of the private citizens of their community. Any private citizen could extend invitations to a party to any number of other private citizens, including the entire community.

I served on the board of our HOA a few years back and we were to have a special assessment meeting. We have 101 townhomes, most without large trees. Our special assessment was for $15,000 which I learned was to benefit a handful of owners on the board who had large oak trees they wanted removed. A no no according to our docs. PRIOR to the meeting there was a house to house visit by these folks to sign a proxy FOR the special assessment. (As with most HOAS we usually have about 20 to 24 owners attending.) When I learned what was happening I distributed fliers to all owners letting them know what was up and we had 42 owners at the meeting that night. Later, I was told by one board member that I should have had that ok'd by the board before I distributed my fliers. I just told her I did not do that as a board member by as an individual owner. Needless to say the special assessment was voted down.

Ellen, you were exactly within your rights as an individual homeowner to do that (send the letter) as long as you made it clear in your communication that you were not operating in your capacity as a board member in sending the communication.

Yes, board members DO wear 2 hats, but they have to be kept separate and one has to be very careful when wearing either.

(Yes, I know that as a board member, you pretty much always have your individual homeowner hat on, too. It's the other way around that you have to be careful, so that you are not using your board member position unfairly or inappropriately.)

Robert,

Thanks. My action was prompted not only because of the special assessment but removing old oak trees since our docs clearly state that no oak trees over a certain size are to be removed unless they are diseased or dead which wasn't the case. We all know how few owners read their covenants.

John,

A few owners who purchased lots with beautiful old oak trees after living here decided they couldn't get grass to grow under their shade. There are ground covers that will do well in that area but a couple of board members who had the trees on their lots decided to get rid of them. Many people bought here specifically because these trees gave our community some character and my thinking was these folks who had the trees knew what they were getting before they bought and then decided the entire membership should pay to have them cut down.