Annual Meeting Minutes approval

[Guest RobertJ]

I'm a Board Member of a Homeowners Association in California. Our Property Manager is telling us that minutes of our Annual Meeting which is held once per year to elect the Board Members is subject for approval by the HOA membership at the next Annual Meeting.

With regard to Annual Meeting minutes approval, RONR, 11th edition, newly revised, page 94 lines 34-35 and page 95 lines 1-3 states:

"The minutes of the previous regular meeting are read and approved as usual at the annual meeting, and the minutes of the annual meeting are read and approved at the next regular meeting. Minutes of one annual meeting should not be held for action until the next one a year later."

I'm not aware of anything in our HOA ByLaws or state Civil Code requiring HOA Annual Meeting minutes be approved by the HOA General membership.

So I'm of the opinion that our Annual Meeting minutes are subject to approval by the HOA Board at the next HOA Board meeting a month after the Annual Meeting is held and not by the General Membership a year later.

I'm wondering if I'm correct or if I'm missing something here.

[George Mervosh]

The membership needs to authorize the Board or a Committee to approve the minutes but your'e correct, don't wait a year.

[Guest RobertJ]

So if there was never any vote of the membership at an Annual Meeting held once per year to authorize the HOA Board to approve the Annual Meeting minutes at the next Regular meeing , then the HOA Board would not have the authority to approve the Annual Meeting minutes at the next Regular HOA Board meeting a month later? And the Annual meeting minutes approval would have to wait a year until the next Annual Meeting to be approved by the General Membership? I'm wondering if there is an RONR reference that supports this.

[Chris Harrison]

Correct to both questions (RONR pp. 474-475).

[Tim Wynn]

So if there was never any vote of the membership at an Annual Meeting held once per year to authorize the HOA Board to approve the Annual Meeting minutes at the next Regular meeing , then the HOA Board would not have the authority to approve the Annual Meeting minutes at the next Regular HOA Board meeting a month later? And the Annual meeting minutes approval would have to wait a year until the next Annual Meeting to be approved by the General Membership? I'm wondering if there is an RONR reference that supports this.

A board has only the authority it has been given, and RONR does not authorize a board to approve minutes of its parent body (or of any body other than its own).

[Guest RobertJ]

I'm wondering why RONR, 11th edition, page 95 lines 1-2 state that "minutes of the annual meeting are read and approved at the next regular meeting" without making a reference that the Board members at the next regular meeting should be authorized to do so as RONR page 474 line 35 and page 475 line 1 state ("the executive board or a committee appointed for the purpose should be authorized to approve the minutes").

It seems that an argument could be made that the Board would have the authority to approve Annual meeting minutes at the next Regular meeting even if not previously authorized by the General membership to do so because of the RONR page 95 reference.

[Guest RobertJ]

I'm wondering why RONR, 11th edition, page 95 lines 1-2 state that "minutes of the annual meeting are read and approved at the next regular meeting" without making a reference that the Board members at the next regular meeting should be authorized to do so as RONR page 474 line 35 and page 475 line 1 state ("the executive board or a committee appointed for the purpose should be authorized to approve the minutes").

It seems that an argument could be made that the Board would have the authority to approve Annual meeting minutes at the next Regular meeting even if not previously authorized by the General membership to do so because of the RONR page 95 reference.

[Chris Harrison]

Page 95 is referring to the next regular meeting of the body which the minutes are for. While the Board may be (and usually is) a subset of the General Membership they are not the General Membership.

[Guest RobertJ]

I interpret "next regular meeting" on RONR page 95 to be the next regular meeting of the Board not the "next regular meeting" of the General membership (the Annual Meeting) to be held a year later. RONR page 94 lines 19-35 would seem to support this interpretation.

[tctheatc]

I'm wondering why RONR, 11th edition, page 95 lines 1-2 state that "minutes of the annual meeting are read and approved at the next regular meeting" without making a reference that the Board members at the next regular meeting should be authorized to do so as RONR page 474 line 35 and page 475 line 1 state ("the executive board or a committee appointed for the purpose should be authorized to approve the minutes").

It seems that an argument could be made that the Board would have the authority to approve Annual meeting minutes at the next Regular meeting even if not previously authorized by the General membership to do so because of the RONR page 95 reference.

Because the p95 reference refers to an assembly that has regular meetings throughout the year (e.g. every month) and designates one of them as the annual meeting. So if the annual meeting is in january, the annual meeting minutes will be approved by that assembly at the Februray meeting. Conversely, the p474 reference refers to an assembly that does not have such frequent meetings. Rather than wait too long to approve the minutes, a board or committee or some such body needs to be authorized to approve them. To assume "next regular meeting" refers to a different assembly (board rather than membership) as you do in post 9 is quite a leap.

[Guest RobertJ]

If the General Membership meets only once per year to elect officers as they do typically in a Homeowners Association (HOA) in an Annual Meeting, I don't know how "regular meeting" could be interpreted as a meeting of the General Membership as there never are "regular meetings" of the General Membership. Hence, that is why I interpret "regular meeting" to be a meeting of the HOA Board not a meeting of the General Membership.

[tctheatc]

Again, the section on p94 to which you refer speaks to a society that QUOTE "holds regular business meetings throughout the year." If that is not applicable to your situation, do not apply the rule described therein. Instead, you need to look to p474 which describes exactly what to do in the situation you describe where the membership meets infrequently. In that case, a board or committee is to be appointed for the purpose of approving the minutes.

Your interpretation is mixing apples and Volkswagons.

[Tim Wynn]

If the General Membership meets only once per year to elect officers as they do typically in a Homeowners Association (HOA) in an Annual Meeting, I don't know how "regular meeting" could be interpreted as a meeting of the General Membership as there never are "regular meetings" of the General Membership. Hence, that is why I interpret "regular meeting" to be a meeting of the HOA Board not a meeting of the General Membership.

"Regular meeting" is meant to reflect a meeting that is not a "special meeting."

[Guest RobertJ]

Thank you all for your responses. In regards to homeowners associations that typically hold an Annual Meeting once per year, I think what I would recommend is for an agenda item be added to the Annual Meeting agenda to authorize the newly elected HOA Board to approve the Annual Meeting minutes at its next regular HOA Board meeting. Waiting a year to the next Annual meeting for the General Membership to approve the Annual Meeting minutes is, in my opinion, not a good idea. At the following Annual meeting, it's usually only the elected Board members that are even provided copies of the previous Annual meeting minutes by the Property Manager. I understand that said Annual Meeting could be considered as a regular meeting of the General membership. I have never heard a meeting of the General membership of a Homeowners Association referred to as a regular meeting, however - only Annual and special meetings. Our HOA bylaws only refer to General membership meetings as Annual or Special.

In my opinion, RONR page 94 lines 19-35 and page 95 page 1-3 could still be interpreted as I've asserted that Annual Meeting minutes of a society like a homeowners association that only meets once per year be approved at the next regular meeting which would be a meeting of the HOA Board.

SInce my HOA already had its Annual meeting a couple of months ago, we could wait another 10 months or so until the next Annual meeting to approve the minutes, or have the HOA Board approve the minutes at its next regular meeting in 3-4 weeks which could be an action that could be considered as outside the authority of the HOA Board.

[Guest Edgar]

SInce my HOA already had its Annual meeting a couple of months ago, we could wait another 10 months or so until the next Annual meeting to approve the minutes, or have the HOA Board approve the minutes at its next regular meeting in 3-4 weeks which could be an action that could be considered as outside the authority of the HOA Board.

Yes, those are your options (though I'd change "could be considered" to "would be considered"). Other than calling a special meeting of the association for the sole purpose of approving the minutes.

In any case, you'll want the secretary to prepare the draft minutes of the annual meeting as soon as possible. You could then distribute them to all the members. That way, when it comes time to approve them (next year) there should be no surprises. And note that the delay in approving the minutes, while regrettable, has no effect on the legitimacy of what was done at the annual meeting.

[Guest RobertJ]

Yes, our Annual Meeting minutes have been drafted and reviewed at our HOA Board meeting but we will wait for the General Membership to approve the minutes at the next Annual meeting next year. Between now and then our HOA Board may be discussing whether to include an agenda item at our next Annual meeting next year to authorize the Board to approve Annual Meeting minutes at the next HOA Board meeting. Seems like a good idea to me but our Property Manager recommends always waiting a year until the next Annual meeting to have the Annual meeting minutes approved by the General Membership.

[Guest Edgar]

. . . our Property Manager recommends always waiting a year until the next Annual meeting to have the Annual meeting minutes approved by the General Membership.

Well, you can do what your property manager recommends or what RONR recommends.

[Gary Novosielski]

I'm wondering why RONR, 11th edition, page 95 lines 1-2 state that "minutes of the annual meeting are read and approved at the next regular meeting" without making a reference that the Board members at the next regular meeting should be authorized to do so as RONR page 474 line 35 and page 475 line 1 state ("the executive board or a committee appointed for the purpose should be authorized to approve the minutes").

It seems that an argument could be made that the Board would have the authority to approve Annual meeting minutes at the next Regular meeting even if not previously authorized by the General membership to do so because of the RONR page 95 reference.

No.

The "next regular meeting" means the next such meeting of the Membership. In organizations where the membership meets, say, monthly, only one of those meetings is designated the Annual Meeting, although all of the meetings, being regularly scheduled, are called regular meetings. The board has no authority to approve any minutes except its own, unless the membership authorizes it. RONR says that they "should" do so, but if they don't, then they don't.

[Guest RobertJ]

Yes, I understand that RONR recommends that "Minutes of one annual meeting should not be held for action until the next one a year later". Now I'll be trying to convince our Property Manager and the other Board members that this is what we need to do, but in order to do so we need to have an agenda item added to our Annual meeting to authorize the Board to approve the Annual meeting minutes.

[Guest Edgar]

Now I'll be trying to convince our Property Manager and the other Board members that this is what we need to do . . .

Actually, you'll only need to convince a majority of the association members since that's the body that will be authorizing the board. Alternatively, you can leave the board out of it altogether and authorize a committee to approve the annual meeting's minutes. In either case, I would think it wouldn't be too hard to convince members that a year is too long to wait. Memories fade.

[Gary c Tesser]

I tell you what. I've been mulling on this for a few hours. Please look at p. 124, line 24, especially lines 34 - 45, to p. 125, line 18 or so.

I hope it's clear to you by now, Guest_RobertJ_, that nobody here thinks that waiting a year to approve the annual meeting's minutes is a good idea. Everybody agrees with you that it's a bad idea. As Guest Edgar said, memories fade. I'd like to know where your property manager came up with the idea that waiting a year is not only reasonable (it's not), but required. If he can show you a state law that says so, then fine: that's what you do, and we Robert's Rules fans and experts will drop the subject, collect our severance checks and slink away into the night. I'll bet he can't. I'll bet what he got is, "We've always done it this way," or "That's what I was taught in Property Management School (or read it in "Property Management For Dummies")," or "For heaven's sake! It stands to reason!" Not evil, not ill-indended, nor particularly stupid or especially ignorant; people make faulty assumptions and leap to erroneous conclusions all the time. I myself used to do it five times before breakfast, until I came up with the brilliantly neat solution of giving up breakfast.

So I'm going to suggest that the board does go ahead and look at the minutes of the annual meeting, make whatever corrections the board members feel necessary, and stop, waiting for the next annual meeting to submit their work for, one hopes, the membership's ratification. Upon that ratification, the minutes will be approved officially -- until then, what the board had done was unofficial, unauthorized, and done solely for the good of the organization. After all, if they do this, they will do in practice exactly what they would have done if the annual meeting had authorized the board to handle the minutes between annual meetings.

Oh, and if you don't want to trouble every annual meeting to remember to make this assignment, ismply have the meeting adopt a rule to that effect (possibly a standing rule, p. 18, but I think more likely a special rule of order, which is a page or two further back).

[Guest RobertJ]

Thank you Members from Brooklyn for your insight. I was born in Brooklyn and grew up upstate in Rochester. Yes, it's clear to me that I have not seen expressed here on this forum that it's a good idea to approve minutes a year later.

I looked at pages 124 and 125 with regard to motion to adopt and motion to ratify. Not sure how that applies to the issue of minutes approval. Our HOA Board hasn't taken action to approve our Annual meeting minutes, just made recommendations for revisions to the draft version as you recommended, so we don't need to ratify or adopt any action of minutes approval after the fact.

No, I don't believe our Property Manager can come up with any state law applicable to HOA Board annual meeting minutes approval. I'll probably get more of a "we've always done it this way" argument. I like your recommendation to adopt a standing rule or special rule of order regarding Annual meeting minutes approval. That would, of course, have to be approved by our General membership at our next Annual meeting.

I suspect that of all the Homeowners associations throughout the United States that the large majority of them (>90%) are approving their Annual Homeowners meeting minutes a year later mostly because their Property Manager told them to do it that way.

[Guest RobertJ]

Thank you Gary from Brooklyn. Sorry, I made a faulty assumption and didn't read your name on the top of your picture icon.

[Gary c Tesser]

You're quite welcome, and no apology necessary. (Although if you insist, well then, apology accepted, and kindly accept my sword as a token of my surrender, only please don't break it over your knee; it's been in my family for generations. -- I mean the sword, not your knee.)

About ratifying, I had it in my mind that the board was actually taking some action, which would have to be ratified by the membership. But if all the board is doing is making suggestions, which it will present at the annual meeting to assist the members in approving the minutes, then, no sweat.

I didn't even know I have a picture icon. Is that really me?

[Guest RobertJ]

Gary, Thanks again for your comments. Of course, I was referring to the shadow picture under your name. Some responders have configured their picture on the website.

When it comes time to approve HOA Annual meeting minutes a year later, it's been my observation that no one really cares what happened at last year's Annual meeting anyway. It was a done deal. For HOA's the main thing occurring at the Annual meeting is election of officers. More often than not in my HOA and from what I understand many others, there aren't even enough homeowners volunteering to be Board members to even elect a complete Board. We have a seven member Board. At least, there usually aren't more than 7 people who decide to put their name put on the ballot. Some homeowners may decide at the last minute to declare their candidacy at the Annual meeting where a quorum is achieved (usually on the second or third try at 25%) and get elected with just one or more votes. People tend to get interested in being HOA Board members when there are major issues going on at the time. We decided to paint our buildings a different color this year so that caught the homeowners' interest. If there wind up being more than 7 people who decide to run for the 7 positions, that is where it is important in my opinion for a newly elected Board to verify ASAP not a year later that the Annual meeting minutes document accurately the election process which occurred at the Annual meeting.