board member opinion kept with the minutes

Started by BarbaraD6 • 15 replies • 1466 views

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BarbaraD6 (Florida)
Posts: 347

Posted:

At our last board meeting one of the board members stated she wanted her letter kept with the minutes.
No motion was made this member didn't have the floor,and the manager told her ok. The rest of the board wants to know if any board member can add whatever they want to the official records.

Barbara

SusanW1 (Michigan)
Posts: 5,202

Posted:

During the "correspondence" part of the meeting, the Sec. will announce what has come in the mail or to the board's attention. She/He may say, "There was a letter from Mrs. X requesting . . . ."

At that time, the president can allow discussion on the issue or recommend it be put into New Business OR the board simply acknowledeges that it has received the letter. If there is no action, then it has been acknoweldeged in the minutes as "received with no action taken."

If you want action, then put the subject matter on the agenda. A letter is not the proper format to get anything done.

BarbaraD6 (Florida)
Posts: 347

Posted:

The board member wanted the letter(which was her opinion on an issue)kept with the minutes. It wasn't sent to the board or manager.

Barbara

MaryA1 (Arizona)
Posts: 7,043

Posted:

Barbara,

It sounds to me that this board member had an issue she wanted presented to the board and chose to do so in letter form. I see nothing wrong with her requesting her letter be made a part of the minutes. Was it read at the meeting? What's the problem?

DanielH1 (California)
Posts: 482

Posted:

Sometimes, Board Members like to do this, thinking that it provides them some sort of protection against something.

I don't see the harm though, as Secretary of my HOA, I'd be leery of making it a regular habit. I don't really want the corporate records stuffed with all kinds of random junk.

Also, as Secretary, neither I nor any of my successors are required to keep the letter with the official corporate documents. At a later time, we could go in and throw the letter away, unless either a Bylaw or a Board vote required the letter to be kept as an official corporate document. Generally, Secretaries and management companies are given a free hand to handle documents as they see fit ... with the exception of minutes which usually are addressed directly by Bylaws and Board votes.

RogerB (Colorado)
Posts: 5,067

Posted:

Barbara, Minutes represent the official business of the meeting; a Board member's letter is not official business unless a motion is made and approved to make the letter part of the minutes. If the letter suggests a course of action be taken then that Board member can make a motion and state the reasons during the discussion of the motion.

BarbaraD6 (Florida)
Posts: 347

Posted:

Roger,

We hired a vendor which happens to be a board members son. This was disclosed to the board,members and management. This board member doesn't like the other board member so she is claiming its a conflict of interest, and wrote this in a letter which she wants kept with the minutes.
Like I said earlier she didn't have the floor and no motion was made to allow her to keep her letter with the minutes. I as the president don't think they should be kept with the minutes.

thanks
Barbara

DanielH1 (California)
Posts: 482

Posted:

Seeing what you want and seeing what the other Board Member wants, I'd say that you can shred the letter.

The document management that the HOA does is for its own benefit, not the benefit of or service to individual Board Members. Since you apparently control the physical documents, it is your decision to keep or discard letter.

If the Board Member wishes to keep her own copy and have it notarized, witnessed or whatnot, then she can. This should provide better proof and better safety than keeping her letter with the corporate documents where it might be lost or discarded.

SusanW1 (Michigan)
Posts: 5,202

Posted:

The time for her to express her concern (about the conflict)was at the motion to hire the company (at debate time)
Her vote is her way to demonstrate her view.

BTW - does the board member BENEFIT monetarily from the son getting the contract? Were bids taken for the job?

Sounds like your board needs to do a workshop on "conflict of interest"

Your president should have denied the letter being included in the minutes. It serves no purpose.

BarbaraD6 (Florida)
Posts: 347

Posted:

Susan,

I have stated that the letter is not to be added to the minutes. No conflict of interest, just a board member not liking another one.

Barbara

SusanW1 (Michigan)
Posts: 5,202

Posted:

If the letter is "attached" or "with" the minutes, then it IS in the minutes.

BarbaraD6 (Florida)
Posts: 347

Posted:

Susan,

I meant I had told the manager that it shouldn't be put with the minutes after she told the board member she would put it with the minutes.

Barbara

MaryA1 (Arizona)
Posts: 7,043

Posted:

Barbara,

Frankly I cannot see what the big deal is about this! The letter the board member wants attached to the minutes only contains her opinions. What is the harm in it being made a part of the minutes? Am I missing something?

BarbaraD6 (Florida)
Posts: 347

Posted:

Mary,

Hiring the vendor was voted on "she" didn't like it, the motion included the fact that the vendor was a board member's son,"she" wants her letter about a conflict occuring added to the minutes only to start trouble. I can't justify her request as her opinion was heard during the discussion.

Can you imagine how large the records would be if everyone who didn't get their way decided they wanted to add a letter to the minutes?

Barbara

MaryA1 (Arizona)
Posts: 7,043

Posted:

Barbara,

You asked for opinions and I gave mine. What more can I say?

BarbaraD6 (Florida)
Posts: 347

Posted:

I always want your opinion Mary.

Barbara

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