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Subject: What level of detail should board meetings ninutes
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MikeS6
(North Carolina)

Posts:7


01/11/2008 12:34 PM  
Hi,

We have a proble at my HOA, when we make decisions and motions are accepted the details of how we would perfor a particular tas are los, should the detail of how smethis is to be done and who is responcile for doing it be placed in the meeting minutes. What level of detail sould be kept in the meetin minutes
JC3


Posts:290


01/11/2008 2:09 PM  
The minutes of a board meeting are meant to record the OFFICIAL actions, the decisions, of the board, not the discussions that led to those actions. The minutes are legal records of the official proceedings. They should be concise and business-like.
They should record the date, place, time of the meeting, the officers present and absent, other persons, the motions made and the decision passed or failed.
You could record the names of speakers and what they spoke of, but not what they said. (Joe Blow spoke of the dog poo problem)

There might be times when a menber asks to go on the record by name as being for or against a certain decision.
JC3


Posts:290


01/11/2008 2:11 PM  
Your post is a little difficult to read because of missing letters and misspelled words. Consider writing it in a word document to check the spelling and punctuation then copying and pasting it to the forum.
JC3


Posts:290


01/11/2008 2:12 PM  
And welcome to the board. You will find a lot of information and helpful people here.
DonnaS
(Tennessee)

Posts:5671


01/11/2008 2:19 PM  

Welcome Mike,
Are you a Board member or on a committee? Usually your Secretary of the association takes the minutes or a Property Manager if you have one. Minutes should be just about like JC3 stated above. Any motion that is made should be noted as to who made the motion and seconded or denied and any important discussions into the matter. The word is important and not just small talk. Because minutes are considered a function of a meeting, they should be kept for a year in case of someone needing a reference to items covered at a meeting.
SusanW1
(Michigan)

Posts:5202


01/11/2008 2:57 PM  
Only actions of the Board need to be in the minutes. No opinions, discussion, verbialized thoughts, debates, gonna-dos, etc. (How do you know the secretary will quote people accurately?)

Our HOA was involved in a lawsuit and becasue the secretary quoted an off-hand opinion by the President and recorded it in the minutes, it cost us $12,000!!

If people want to know what was said, they should attend meetings. The written minutes are the action facts, only.
RogerB
(Colorado)

Posts:5067


01/11/2008 4:23 PM  
Mike, some associations summarize the action items - who will do which items which were approved during the meeting.
RobertR1
(South Carolina)

Posts:5164


01/11/2008 5:43 PM  
Susan and Roger,

I really like Rogers remarks about action items. I think this would help when there is old business to close out also. That seems to be overlooked.

Susan, Good answer about going to meetings, if the meeting are open. We have operated for 27 years and as far as I know the only meetings that are open is the annual.

I blame that simple fact for a lot of the problems we have. The Board to this day resists having open meeting. One of the excuses I heard was their regular meetings by phone might take three hours. True fact. Now you can draw a lot of conclusions from that, none of them good. We have POA meetings that are open and usually last a little over an hour.

We are a condo inside a POA.
SusanW1
(Michigan)

Posts:5202


01/11/2008 6:35 PM  
By a majority vote of the Members at the Annual Meeting, the Board can be directed to release their monthly minutes to the members. Motion and pass it.

Since the minutes should only reflect motions and ctions taken or to be taken, the Board should not have any problem with releasing the minutes.
MikeS6
(North Carolina)

Posts:7


01/11/2008 11:22 PM  
I thank everyone for their input, I am the President of my HOA, I took the position in April of 2007. My question is more complex, When I vote yes to a particular motion I make certain assumptions about what I am saying yes to, if I am saying yes based on these assumption should my assumptions be spelled out in the minutes provided they were discussed in the Board meeting
DonN
(Michigan)

Posts:357


01/12/2008 7:32 AM  
MikeS6

There are two schools of thought on the content of meeting minutes. The first, and traditional, view is as described in prior posts. Only a minimum of information is included in the minutes, specifically the motions and votes often without voting by name (no accountability). The driving factor seems to be that the minutes cannot be used against the board or the association if the content in the minutes is limited.

The second and evolving view is that the minutes and supporting materials also provide the documentation that the fiduciary duties of the board members were met in the decision process. Without such documentation, the minutes cannot refute a claim that the board acted in an arbitrary and capricious manner without proper exercise of fiduciary duty. Voting records by name are important. A board member is not accountable for an action of the board that the board member voted against.

A comprehensive discussion of fiduciary duty and meeting minutes is available at
http://www.hoa-law.com/publications/fiduciary-responsibility-of-association-directors.html.

The board meeting minutes also provide the opportunity to keep members informed of actions and reasons, particularly by posting on the internet. Sterile minutes do a poor job of communicating to members. If other means of communications are used, then explanations are typically provided which become part of the association record. So, why not include the explanations in the minutes?

One of the leadership principles I consider very important is "Beware of what people want and do, but will not say and will not explain." That is exactly what sterile minutes do. Combine that with abuse of closed sessions and no recorded votes (by name). Then board members can't seem to understand why the members don't trust them.

I suggest a search of HOA Talk posts on this subject to better understand the many views and lack of consensus on this important issue. No wonder HOAs have problems.

Don Nordeen
Governance of Property Owners Associations
RogerB
(Colorado)

Posts:5067


01/12/2008 8:01 AM  
Mike, I suggest you try to get motions which do not need assumptions to the degree posible. Any discussion relative to your assumptions should not be in the minutes. If an assumption is important why not ask to amend the motion to be included into the motion? For example would you vote to approve a budget which includes a line item of $30,000 expenditure from the reserve fund. I would not. I would want the budget to state the specific item(s) earmarked in the expenditure for this amount of money.
RobertR1
(South Carolina)

Posts:5164


01/12/2008 9:09 AM  
Don,
That was a great post. After 17 years of condo living I can bear strong witness to what you are saying is the absolute way to go. I have never been able to convince any board we have ever had. "They just don't get it." Part of this is because they WILL NOT spend the time necessary to learn the positions. They would much rather copy the mistakes made in the past than learn the job. In my condo what I said is the absolute truth and I am positive none of our past Board Members would take the time to understand what you are saying, they would much rather rely on the manager or turn Turtle and hunker down.

Excellent job.
SusanW1
(Michigan)

Posts:5202


01/12/2008 10:15 AM  
Someone said "Voting records by name are important. A board member is not accountable for an action of the board that the board member voted against."

I don't believe that is accurate.

In a ROLL CALL vote, the names can be listed in the minutes along the vote, however, any other vote is cast and recorded anonymous, even a voice vote. The results are announced by the presiding officer. (Usually Roll Call voters have a constituency they need to report back to, or are acting as a delegate to cast a directive vote.)

Individual Board members are protected by the Board liability insurance and the state's non-profit laws. There is no way an individual board member can be singled out for a lawsuit.

If Board members think that their names are going to be revealed with every vote they do, you can expect a lot of abstentions. It's important that the board, at the end of the day, present a single cohesive voice in its decisions.

All motions have debate time. That debate cannot be in the minutes verbatim. Quotes will never be accurate. Voters minds can be changed and the changed again. The final decider is the vote. The results are the only thing that should go into the minutes, IMHO!

If Board members want to campaign, they can reveal their thoughts and feelings about Board decisions at that time - not in the minutes!

RobertR1
(South Carolina)

Posts:5164


01/12/2008 11:59 AM  
Susan,
Not sure I am with you on this one Susan. I believe Don was the one that posted about the vote of Board Members.

I believe he was inferring that if a Board member disagrees with the action of the majority, he can demand to have his vote recorded in the minutes. It make sense that there are bound to be differences of opinions on the Board and if you don't approve, how can you be charged with responsibility. If any board feels that the members believe that the board agrees totally on all matters, I would suggest they re-think their position.

The trick of being a board member is to accomplish goals under the rules of your covenants, and I don't remember seeing any covenants that require the board all vote the same.

I am at a lose to try and absorb that any board member would not want his voice on the Board heard.

Why is it important for the Board to speak with one cohesive voice?
Why take a vote at all if your vote means nothing. Our Board meeting except for annual meeting are closed. That is bad enough, now you are suggesting it is right that any action taken by the board be by what ammounts to a "Closed secret vote."

I understand perfectly that board members should not present a devisive voice as far as the solidarity or endorsement of the Board in general. But I will not let the Board be my voice if I don't agree with them. I do not believe the Board members have a mandate to agree and not display disenting voices, and to act in this manner is distructive.

Families don't agree all the time, yet this conflict makes the families stronger.

A good example is to try and elect odd numbers on boards.

I am not critical of your beliefs, just giving MHO.
DonnaS
(Tennessee)

Posts:5671


01/12/2008 12:06 PM  

Susan,
You are right concerning the statement that "a Board member is not accountable for an action of the Board, that the Board member voted against".

The Board is the key word there. As a whole, they ARE responsible for any actions voted or enacted in. For the record or minutes, individual yea's and nay's will be recorded but that's as far as it goes.

In Florida, no votes may be done silently or in secret per the Statutes as all meetings are open to the membership, except in meetings between the Board and the assoc. Attorney with reguards to litigation and legal matters .

And even if they were silent or secret votes, they must be recorded and members are privledged to view all association business, so what would be the purpose of a silent vote?

We actually record our minutes and NOT until they have been approved at the following meeting, are they erased. It has saved many an arguement between a defiant member and the secretary as to what was said.
JC3


Posts:290


01/12/2008 12:18 PM  
Posted By RobertR1 on 01/12/2008 11:59 AM
Susan,
I believe he was inferring that if a Board member disagrees with the action of the majority, he can demand to have his vote recorded in the minutes.
The trick of being a board member is to accomplish goals under the rules of your covenants, and I don't remember seeing any covenants that require the board all vote the same.
Why is it important for the Board to speak with one cohesive voice?
I will not let the Board be my voice if I don't agree with them. I do not believe the Board members have a mandate to agree and not display disenting voices, and to act in this manner is distructive.



One of our board members votes against the majority occassionally, but only one time recently did he ask that his vote be recorded. Interestingly, in that instance, though all the others voted to proceed, they did not. A different process for that situation has yet to be determined.
There are times when a member may feel so strongly about something, or see the situation is such a different light, that he feels it necessary to ask that his vote be recorded.
RobertR1
(South Carolina)

Posts:5164


01/12/2008 12:27 PM  
JC3,
I believe you missed the fact that the votes are always recorded, just not shown to the members that foot the Bill for their decisions.
SusanW1
(Michigan)

Posts:5202


01/12/2008 12:30 PM  
At the end of the day, the Board should come up with ONE decision. THAT is what is recorded in the minutes. The results are recorded, NOT the names of the voters and their vote. This is default parliamentary procedure, and it protects the individual board member.

Personally, I would not sit on a Board where my every vote was recorded individually.
JC3


Posts:290


01/12/2008 2:51 PM  
Posted By RobertR1 on 01/12/2008 12:27 PM
JC3,
I believe you missed the fact that the votes are always recorded, just not shown to the members that foot the Bill for their decisions.



Nope, I did not miss that. I did state that one member asked that he go on record as in opposition to the proposed action. His name was recorded as against, and the others decided to not proceed. The situation is still under consideration and will be dealt with, just not the way the majority originally intended.
JC3


Posts:290


01/12/2008 2:54 PM  
Posted By SusanW1 on 01/12/2008 12:30 PM
At the end of the day, the Board should come up with ONE decision. THAT is what is recorded in the minutes. The results are recorded, NOT the names of the voters and their vote. This is default parliamentary procedure, and it protects the individual board member.
Personally, I would not sit on a Board where my every vote was recorded individually.



There are some boards that DO have a roll call vote for each motion. Personally, I don't see a problem with that. It may actually make some board members more aware of what they are doing and the effects of their decisions.
DonN
(Michigan)

Posts:357


01/12/2008 4:07 PM  
SusanW1

I have a different view. Board members are elected by the members. Members have a right to know how they are being represented in board decisions. It is called accountability of those elected. Roll call votes are commonplace at all levels of government. If board members want to abstain from voting because they might be held accountable, then they should resign.

I was discussing accountability of board members to the members, not liability under the law. Clearly, a board member should not be accountable for an action of the board which the board member voted against.

Don Nordeen
Governance of Property Owners Associations
RogerB
(Colorado)

Posts:5067


01/12/2008 5:04 PM  
According the attorneys I have talked with all vote(s) against a motion should definitely be recorded with the name of the Board member(s) recorded. This is important because if a law suit occurs those Board members are protected. Some may think that it is not necessary when the association has D&O insurance. However, some Board actions may not be covered by insurance.
DonnaS
(Tennessee)

Posts:5671


01/12/2008 5:51 PM  

Roger and Don,
I totally agree that a Board member is accountable for his vote and should be on record. If any Director is not proud or sure of his position on any type of vote, then he should not be voting and representing his membership. BOD's are elected to take a position on items concerning the community and how they vote is the only way that the community knows how they are representing the membership.

GO PACKERS!!!!!!.
SusanW1
(Michigan)

Posts:5202


01/12/2008 6:21 PM  
You guys keep talking like this and you will never get anyone to serve on a Board!

COLLECTIVELY the Board comes to decisions. There may be individual opinions and differences in votes, but those are NOT stated in the minutes, unlesss documents say so.

I can site parliamentary procedures for protecting the identity of ANY voter.

And if you insist on Board members' votes being made public, then any vote at annual meetings should reveal the name of the General Member and his/her vote. See how THAT goes over!!


AnnaD2
(Florida)

Posts:948


01/13/2008 5:32 AM  
GO PATRIOTS!!!
AnneA1
(Delaware)

Posts:9


01/13/2008 5:48 AM  
Anyone can ask my vote on ANY item. In fact, they can even ask me for an explaination why I chose yea or nay. If your voting record is not published, how can members make an informed decision as to whether or not or re-elect you? Like everyone else stated, ACCOUNTABILITY is everything.
DonnaS
(Tennessee)

Posts:5671


01/13/2008 5:57 AM  

Susan,
Voting for an election from candidates and voting on say--spending a hundred thousand dollars --is quite different. Accountability for an action is different in my eyes.
MikeS6
(North Carolina)

Posts:7


01/13/2008 7:16 AM  
Hi evreyone, thanks again for your input,I am grateful that a forum like this exists and that I am a part of it.
DonN
(Michigan)

Posts:357


02/03/2008 8:18 AM  
Please refer to my earlier post dated 01/12/2008 10:32 AM. In that post I referred to " A comprehensive discussion of fiduciary duty and meeting minutes is available at
http://www.hoa-law.com/publications/fiduciary-responsibility-of-association-directors.html." That discussion by Mr. Jeffrey A. Barnett, Esq. argues that the board minutes should contain sufficient documentation to show that each board member properly exercised his/her fiduciary duty.

The traditional view of less comprehensive minutes is discussed in a recent paper, "Minutes - The Legal Document of the Association, published in Association Times at
http://associationtimes.com/articles2008/minuteslegaldocument0208.htm. This article has no discussion of fiduciary duty of each board member. This article generally reflects the view of Community Association Institute and CAI attorneys.

The users of the minutes should also be considered. If the minutes are intended for the board members, then the minutes can be brief because board members can recall the meetings and "fill in the blanks". On the other hand, if the minutes are intended to be the record that may be referred to by future board members and are intended to be a communication tool to members, then the minutes should be written for those not in attendance.

My recommendation is for minutes as described by Mr. Barnett and written for those not in attendance.

Don Nordeen
Governance of Property Owners Associations
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