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Secretary prevented from Proper Keeping of the Minutes


Guest Kevin

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I was recently asked to serve as Secretary to a condominium corporation.  The minutes currently record only the resolutions adopted, as the board members wish to 'speak only as a single unified voice'.

 

My concern is that our board members wish to remain anonymous, do not allow a record the votes to be kept (ie. tally of votes for and against), and will not allow a minority opinion to be recorded.  They do so, because our minutes are available to condo owners and they do not want to show any division among the board members.

 

I feel this goes against our responsibility to keep an accurate accounting of the proceedings; namely,

 

  • hiding critical facts from the owners who rely on us to manage their affairs;
     
  • giving no weight to the consideration of dissenting opinions that could inform future decisions taken by the Board; and by
     
  • keeping from our records any motions that were not resolved by majority vote.

 

Can the Board vote to keep such minimalist notes in our monthly board meetings?  What options do I have as Secretary to alter the method by which our minutes are kept?  Is my only option to resign this appointment, given the likely outcome will be for the Board to adopt no changes to the record keeping?  

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I was recently asked to serve as Secretary to a condominium corporation. The minutes currently record only the resolutions adopted, as the board members wish to 'speak only as a single unified voice'.

My concern is that our board members wish to remain anonymous, do not allow a record the votes to be kept (ie. tally of votes for and against), and will not allow a minority opinion to be recorded. They do so, because our minutes are available to condo owners and they do not want to show any division among the board members.

I feel this goes against our responsibility to keep an accurate accounting of the proceedings; namely,

  • hiding critical facts from the owners who rely on us to manage their affairs;
  • giving no weight to the consideration of dissenting opinions that could inform future decisions taken by the Board; and by
  • keeping from our records any motions that were not resolved by majority vote.

The vote count only needs to be recorded if the board orders a counted vote, or if the vote is taken by ballot or roll call. I'm not quite sure what you mean by a "minority opinion," but I would note that the minutes are a record of what was done, not what was said. So my primary concern here is that only adopted motions are recorded. All main motions should be recorded, except those which were withdrawn.

Can the Board vote to keep such minimalist notes in our monthly board meetings?

Unfortunately, yes. The board is ultimately in control of its own minutes. You could start taking the minutes properly, but the board could "correct" them. Corrections are handled by majority vote if there is disagreement.

What options do I have as Secretary to alter the method by which our minutes are kept? Is my only option to resign this appointment, given the likely outcome will be for the Board to adopt no changes to the record keeping?

You alone cannot force the board to keep proper minutes. Whether you resign is up to you. In order to correct this practice, I would recommend informing the membership of the board's unfortunate practice regarding its minutes. The membership can take corrective action by ordering the board to change its practices regarding the minutes and, if necessary, by removing board members who refuse to comply. See FAQ #20.

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I was recently asked to serve as Secretary to a condominium corporation.  The minutes currently record only the resolutions adopted, as the board members wish to 'speak only as a single unified voice'.

 

My concern is that our board members wish to remain anonymous, do not allow a record the votes to be kept (ie. tally of votes for and against), and will not allow a minority opinion to be recorded.  They do so, because our minutes are available to condo owners and they do not want to show any division among the board members.

 

I feel this goes against our responsibility to keep an accurate accounting of the proceedings; namely,

 

  • hiding critical facts from the owners who rely on us to manage their affairs;

     

  • giving no weight to the consideration of dissenting opinions that could inform future decisions taken by the Board; and by

     

  • keeping from our records any motions that were not resolved by majority vote.

 

Can the Board vote to keep such minimalist notes in our monthly board meetings?  What options do I have as Secretary to alter the method by which our minutes are kept?  Is my only option to resign this appointment, given the likely outcome will be for the Board to adopt no changes to the record keeping?  

 

It is entirely appropriate for minutes to contain only resolutions and how they were disposed of, and to contain no reference to anything said in debate.  That is, in fact, the recommendation in RONR.

 

If it is desired to record more detail than simply whether or not a resolution was adopted, a counted vote, or a roll-call vote could be ordered by a majority vote, and then the counts or the individual members' votes, respectively, would be recorded in the minutes.

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It is entirely appropriate for minutes to contain only resolutions and how they were disposed of, and to contain no reference to anything said in debate.  That is, in fact, the recommendation in RONR.

 

If it is desired to record more detail than simply whether or not a resolution was adopted, a counted vote, or a roll-call vote could be ordered by a majority vote, and then the counts or the individual members' votes, respectively, would be recorded in the minutes.

Yes, but the problem is that the board currently records only the motions which were adopted.

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Can the Board vote to keep such minimalist notes in our monthly board meetings?

 

If this forum is any guide, it's rarely the case that minutes are too "minimalist". More often than not they'll contain extraneous information. They are not supposed to be a substitute for having attended the meeting. In other words, there's a lot you'll miss (e.g. debate) if you only read the minutes. 

 

So while your board seems to be omitting certain essential information, you seem to want to include too much (e.g. "dissenting opinions"). 

 

You might want to take a look at the sample minutes in RONR.

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I was recently asked to serve as Secretary to a condominium corporation.

. . .

Q1. Can the Board vote to keep such minimalist notes in our monthly board meetings?  

Q2. What options do I have as Secretary to alter the method by which our minutes are kept?  

Q3. Is my only option to resign this appointment, given the likely outcome will be for the Board to adopt no changes to the record keeping?  

A1.) Yes.

 

A2.) As secretary, you can make a motion. The motion ought to be one with a likelyhood of being adopted.

Don't set the world on firre, right out of the gate. (mixed metaphor).

 

A3.) You have more than one option.

One option is to make a motion, "To have a parliamentarian give a lesson on the basics of Robert's Rules of Order."

That would be a gentle, and educational, way of introducing principles and practices of the standards set by Robert's Rules of Order.

Once the board learns what other nonprofits are doing, that might be a strong influence toward real change.

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