secretary's duties

[grammaconnie]

We are a small board with a management company. Our bylaws state that the secretary shall keep the minutes of the proceedings, attend to the giving and serving of all notices to the executive board and unit owners and other notices required by law. The secretary shall keep the records of the association, except those of the treaurer, and shall perform all other duties incident to the office of the secretary of an association and as may be required by the executive board or the president. Past practice the management company wrote minutes, sent agenda, etc. Is this proper? What is the management company's place, if any? There is a conflict on the board as to whether we continue with past practice or follow the bylaws.

[hmtcastle]

Past practice the management company wrote minutes, sent agenda, etc. Is this proper? What is the management company's place, if any? There is a conflict on the board as to whether we continue with past practice or follow the bylaws.

This is not proper. The management company is hired by the association to manage (the property?). It is an employee of the association, not a member.

You must follow your bylaws, not any erroneous past practices.

[Kim Goldsworthy]

We are a small board with a management company.

... Past practice the management company wrote minutes, sent agenda, etc.

Is this proper?

What is the management company's place, if any?

There is a conflict on the board as to whether we continue with past practice or follow the bylaws.

You already know the answer.

If your bylaws make no mention of any management company, then your management company has no say, no duties, no ties, to the organization, except as other rules (other than bylaws) may have established, via ordinary main motions adopted in due course of ordinary meetings.

(Someone entered into a contract, I must assume. Is there a contract with any management company?)

On the other side of the coin, since you are likely paying the management company for some reason, I must ask you, "What are those reasons? Why are you paying a management company?"

Whatever those reasons turn out to be, it will be quite OUTSIDE your bylaws, if your bylaws are silent on the matter(s).

Where there is a conflict between

(a.) past practice (i.e., an unwritten rule) versus

(b.) a "bylaw" (a written rule!)

the written rule prevails over the unwritten rule.