minutes of board meetings
Can you help clarify the chain of events regarding formal board actions, recording such actions, and then having the actions appear in the minutes of the board meeting?
Let’s say that the board debates an action, lively discussion ensues, and then the board takes a formal vote and unanimously approves the action. The management company ordinarily records the final wording and the vote. (So do the members attending the meeting). The minutes are then prepared by the management company and at the next meeting of the board, the minutes are approved. The minutes often are not made available to the members until the actual start of the meeting. The entire written action may, or may not be attached to the minutes. The management company has taken the position that the action of the board when they voted and approved the action is not valid and does not exist until the board approves the minutes. If the meeting is postponed, or if the management company makes changes in the formal action voted upon and approved by the board, it is as if the board never approved the action. This certainly does not seem to me to be consistent with Robert’s Rules. Can you shed some light on this kind of situation? Thanks
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John,
Once again, another community manager reveals their total incompetence. Once the board votes on an issue the validity and effective date of that action is immediate. The minutes off that meeting are required to at the very least identify the exact motion made and its approval or rejection. It would be informative to identify how each board member voted on the issue but is not required. While it is true that the minutes of the meeting are not official records of the association until they are approved by the board in a subsequent meeting this has absolutely nothing to do with the validity and effective date of the action taken.
The minutes have to exactly identify what was approved, that is why the minutes have to be approved after the fact. The management company has absolutely no authority to change an action taken by the board they are simply acting as scribes and nothing else. The board runs the community and makes all decision and not the management company.
The availability of draft meeting minutes for the board and the members to review before the subsequent meeting has always been an issue with me. Nothing in law prevents draft minutes from being distributed to members and good association do this as a service to the membership. But those that do not want to keep their members informed hide behind the fact that draft minutes are not official records and are not required to be released with a records request. While I’ve tried to get the availability of draft minutes specified in law under several bills, I’ve not succeeded to get that into law. This again is another example of the difference between what an association can and cannot do vs, what it should do for the good of the community.
Many homeowners as you mentioned either take very good notes or actually record the meetings and have a true picture of what was actually stated in the meeting. You must be given an opportunity to speck in the subsequent meeting during the action to approve the minutes to identify any error in the minutes. Approving minutes for a meeting that does not reflect the actual actions of that meeting constitutes falsification of official corporate records, for which the board can be held personally liable.
Dennis
Hello, thank you for your reply. Do you know of a place where to look for an update in the law about the availability of minutes prior to their approval? Are you an attorney?
Thank you.
Marcos.
Marcos,
I’m not an attorney, but I can tell you what the law says. Current law allows any homeowner to request to view any record of the association. Association attorneys have advised associations that minutes of meeting of the board are not association records until they are officially approved by the board. This has allowed association from having to provide draft minutes to members after a meeting. I have proposed legislation that will be introduced this year that will require associations to provide access to draft minutes 10 days after any meeting. If that legislation is passed it will be in the open meeting portion of both the condominium act and the planned community act.
Dennis