Guest Trisha Posted November 26, 2011 at 12:58 AM Report Share Posted November 26, 2011 at 12:58 AM Hi and thank you in advance for any help.About eight months ago the board (HOA) all agreed to give a committee the power to proceed (using their own discretion) to spend their allotted budget. Now that the committee has spent their money (they painted the clubhouse interior, which was discussed before granting them permission) a board member is complaining that she does not like the colors they picked out. She is now saying that the committee overstepped their boundaries to act on their own and should have presented their plan to the board before acting upon it.Looking back on our minutes we see that the agreement by the board to let the committee proceed without further reporting to the board, was not recorded in our minutes. All members of the board remember granting the permission with the exception of this one disgruntled board member.What do we do in this case? Do we amend our meeting minutes from eight months ago? How do we handle this board members accusations of side stepping the rules.By the way 99% of our population likes the new paint job. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 26, 2011 at 01:04 AM Report Share Posted November 26, 2011 at 01:04 AM Do we amend our meeting minutes from eight months ago?Yes, by way of a motion to Amend Something Previously Adopted.By the way, we often use "painting the clubhouse" as a sort of "default motion" on this forum. It's nice to see it really happen! Link to comment Share on other sites More sharing options...
Guest Guest Posted November 26, 2011 at 01:35 AM Report Share Posted November 26, 2011 at 01:35 AM Thanks for the speedy input. It is very much appreciated. Link to comment Share on other sites More sharing options...
Guest Guest Posted November 26, 2011 at 01:56 AM Report Share Posted November 26, 2011 at 01:56 AM Do we amend to show the original vote taken? This member will flat out deny their original vote and want their new option noted instead. Link to comment Share on other sites More sharing options...
Chris Harrison Posted November 26, 2011 at 02:10 AM Report Share Posted November 26, 2011 at 02:10 AM Do we amend to show the original vote taken? This member will flat out deny their original vote and want their new option noted instead.You should amend the minutes to reflect what actually happened. The fact that this member doesn't remember/denies/doesn't want to remember that the Board voted to give the committee that power is not really important if you all DO remember that it happened. If she denies that it happened you all can gently tell her that it is all right because no one can be expected to remember everything that happens in their life. Link to comment Share on other sites More sharing options...
Larry Cisar Posted November 26, 2011 at 09:46 AM Report Share Posted November 26, 2011 at 09:46 AM What one member wants is not important; what is important is what the members remember as the vote. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 26, 2011 at 01:06 PM Report Share Posted November 26, 2011 at 01:06 PM Looking back on our minutes we see that the agreement by the board to let the committee proceed without further reporting to the board, was not recorded in our minutes.Needless to say, this is a problem that was entirely preventable. If I were the disgruntled member, I'd be more concerned with the lousy record-keeping than with the color of the clubhouse. Link to comment Share on other sites More sharing options...
Rev Ed Posted November 26, 2011 at 05:17 PM Report Share Posted November 26, 2011 at 05:17 PM The Board allowed the Committee to go ahead with this. It is great to amend the original motion now, but the action has already been taken. Next time remember to include instructions in the Resolution. For example:"Resolved that a Committee of five people be instructed to oversee the decoration of the clubhouse with the following conditions:a) that the Committee presents its final design to the Board for final approval; that the Committee be provided with a budget of $XXXXX;c) that the Committee oversee the decoration work." Link to comment Share on other sites More sharing options...
Trina Posted November 26, 2011 at 05:28 PM Report Share Posted November 26, 2011 at 05:28 PM The Board allowed the Committee to go ahead with this. It is great to amend the original motion now, but the action has already been taken....I think the original poster is asking about amending the minutes of the meeting at which the committee was given instructions, presumably to accurately reflect what those instructions were. I didn't see a suggestion that the motion instructing the committee was to be amended at this late date. Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 26, 2011 at 05:43 PM Report Share Posted November 26, 2011 at 05:43 PM I think the original poster is asking about amending the minutes of the meeting at which the committee was given instructions, presumably to accurately reflect what those instructions were. I didn't see a suggestion that the motion instructing the committee was to be amended at this late date.I agree, but I think that the underlying question was "What do we do in this case?" Under the circumstances described, my answer would be "Nothing". Link to comment Share on other sites More sharing options...
David A Foulkes Posted November 26, 2011 at 05:46 PM Report Share Posted November 26, 2011 at 05:46 PM I didn't see a suggestion that the motion instructing the committee was to be amended at this late date.Agreed, and I would think it is too late to amend the motion anyway, as the action has been seemingly fully carried out. However, what may be appropriate (if the minutes don't reflect it) is to amend the minutes to show that the committee was created/appointed "with power." That seems to be at the heart of the issue here, whether the committee should have reported back to the Board first before going ahead with the painting.At this point, it seems the only thing that might be worth considering is amending the minutes. Other than that, it's water over the bridge (or paint on the walls, if you will). Link to comment Share on other sites More sharing options...
Trina Posted November 26, 2011 at 05:50 PM Report Share Posted November 26, 2011 at 05:50 PM Hi and thank you in advance for any help.About eight months ago the board (HOA) all agreed to give a committee the power to proceed (using their own discretion) to spend their allotted budget. Now that the committee has spent their money (they painted the clubhouse interior, which was discussed before granting them permission) a board member is complaining that she does not like the colors they picked out. She is now saying that the committee overstepped their boundaries to act on their own and should have presented their plan to the board before acting upon it.It is unfortunate that the motion that instructed the committee was not recorded at the time. How clearly defined was the job of the committee, as far as you remember? Under RONR, although a board can instruct a committee to take action, there are limits to the amount of authority that a board can delegate to a committee. 'As a general principle, a board cannot delegate its authority -- that is, it cannot empower a subordinate group to act independently in its name -- except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instruction. Such committees of the board always report to the board.' (RONR 11th ed. p. 484 l. 30 - p. 485 l. 4). From what you describe, I can't tell if the authority given to the committee 'to spend their allotted budget' conformed to this principle in RONR. It sounds like a very sweeping instruction, but perhaps it was actually much more constrained as to what the committee was specifically authorized to do...Looking back on our minutes we see that the agreement by the board to let the committee proceed without further reporting to the board, was not recorded in our minutes. All members of the board remember granting the permission with the exception of this one disgruntled board member.What do we do in this case? Do we amend our meeting minutes from eight months ago?If the previously adopted minutes are inaccurate, they can be amended to reflect the true facts (as other posters have already described).How do we handle this board members accusations of side stepping the rules.That depends on whether the rules have actually been sidestepped (even inadvertently) -- see my first response above.By the way 99% of our population likes the new paint job. That may play a role... if the disposition of this matter ends up in the hands of the general membership at some point. Link to comment Share on other sites More sharing options...
sealpoint Posted November 26, 2011 at 06:06 PM Report Share Posted November 26, 2011 at 06:06 PM Just curious, trying to get a handle on this action. If you amend something previously adopted, don't you strike out, then, insert (words)? How would you do that in this case? Link to comment Share on other sites More sharing options...
Trina Posted November 26, 2011 at 06:20 PM Report Share Posted November 26, 2011 at 06:20 PM Do we amend to show the original vote taken? This member will flat out deny their original vote and want their new option noted instead.I'm not sure what you have in mind with this question. Normally the minutes would just indicate that the motion was adopted (no vote counts, and no list of how individual members voted). How was this particular vote taken? Link to comment Share on other sites More sharing options...
Trina Posted November 26, 2011 at 06:27 PM Report Share Posted November 26, 2011 at 06:27 PM Just curious, trying to get a handle on this action. If you amend something previously adopted, don't you strike out, then, insert (words)? How would you do that in this case?Striking out is one possible way to amend, but is not always part of the amendment process. In this case (where some information may simply be missing from the previously adopted minutes), the missing information (words) could be inserted. I'm not sure if that answers your question...?I didn't notice any citations in the earlier responses (maybe I missed it) -- anyway, see RONR (11th ed.) p. 475 ll. 18-24 for a description of correcting minutes after they have been approved. Link to comment Share on other sites More sharing options...
sealpoint Posted November 26, 2011 at 06:44 PM Report Share Posted November 26, 2011 at 06:44 PM Striking out is one possible way to amend, but is not always part of the amendment process. In this case (where some information may simply be missing from the previously adopted minutes), the missing information (words) could be inserted. I'm not sure if that answers your question...?I didn't notice any citations in the earlier responses (maybe I missed it) -- anyway, see RONR (11th ed.) p. 475 ll. 18-24 for a description of correcting minutes after they have been approved.Yes, Trina, you answered my question. Thanks! Link to comment Share on other sites More sharing options...
Rev Ed Posted November 26, 2011 at 06:52 PM Report Share Posted November 26, 2011 at 06:52 PM Yes, the Board can amend the Minutes from that meeting to include the motion. Now going forward make sure that proper instructions are given and the Minutes reflect what was decided. If the Board does not do this, this type of issue is going to occur again, and the underlying issue was the power granted to the Committee. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 26, 2011 at 07:28 PM Report Share Posted November 26, 2011 at 07:28 PM In this case (where some information may simply be missing from the previously adopted approved minutes), the missing information (words) could be inserted.While that makes the most sense, I wonder if it violates the sanctity (for lack of a better word) of approved minutes. I recall that only marginal notes (referencing a later meeting) are appropriate. Would that also apply in this instance? At the very least I would think there should be some indication that the missing text was added at a later date. Or is it sufficient to simply point, marginally, to the minutes of the later meeting where the amendment (to the minutes) was adopted? Link to comment Share on other sites More sharing options...
tctheatc Posted November 26, 2011 at 08:52 PM Report Share Posted November 26, 2011 at 08:52 PM The more I read in this thread the more I go back to post #10.1 person didn't like the colors???? Link to comment Share on other sites More sharing options...
David A Foulkes Posted November 27, 2011 at 12:54 PM Report Share Posted November 27, 2011 at 12:54 PM While that makes the most sense, I wonder if it violates the sanctity (for lack of a better word) of approved minutes. I recall that only marginal notes (referencing a later meeting) are appropriate. Would that also apply in this instance? At the very least I would think there should be some indication that the missing text was added at a later date. Or is it sufficient to simply point, marginally, to the minutes of the later meeting where the amendment (to the minutes) was adopted?The relevant sentence in RONR 10 appears to have disappeared in RONR 11, in favor of (as I read FAQ 16) that the correction will be included in the text of the motion to ASPA in the minutes of the meeting that corrects the previously approved minutes. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted November 27, 2011 at 08:49 PM Report Share Posted November 27, 2011 at 08:49 PM The relevant sentence in RONR 10 appears to have disappeared in RONR 11, in favor of (as I read FAQ 16) that the correction will be included in the text of the motion to ASPA in the minutes of the meeting that corrects the previously approved minutes.What relevant sentence are you referring to? Link to comment Share on other sites More sharing options...
David A Foulkes Posted November 27, 2011 at 09:11 PM Report Share Posted November 27, 2011 at 09:11 PM What relevant sentence are you referring to?Gack! It would appear that I read and re-read that line one time short of enough for its irrelevance to become clear. In the words of Emily Litella..... Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 28, 2011 at 10:14 PM Report Share Posted November 28, 2011 at 10:14 PM The relevant sentence in RONR 10 appears to have disappeared in RONR 11, in favor of (as I read FAQ 16) that the correction will be included in the text of the motion to ASPA in the minutes of the meeting that corrects the previously approved minutes.Thanks. I hadn't realized there was a relevant FAQ. Was FAQ #16 always about corrected/amended minutes? I assumed the FAQs remained the same as before but with updated answers and citations for the 11th edition but, as I look at them now, there seem to be some new ones. Or is my memory just that bad. Link to comment Share on other sites More sharing options...
David A Foulkes Posted November 28, 2011 at 10:46 PM Report Share Posted November 28, 2011 at 10:46 PM Yes, FAQ 16 is (from my somewhat careful reading) unchanged except for the updates to page references in RONR 11. Link to comment Share on other sites More sharing options...
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