hoa Better Minutes, who decides?

[Guest Ceva]

Please help!  Who is in charge of the board's meeting minutes? We have a secretary who does a fine job and she circulates the draft minutes with a couple of days to our board for feedback in case she missed anything. We send her our feedback, mainly tweak here and there, typo corrections etc. We are a small board of 7 members so the more informal Roberts Rules apply to us. Here's the problem: Our president is rewriting the minutes to hide her actions and malign another board member. The president then sent the revised draft minutes to the property manager to put into the board members' packet sent in email the day before the meeting.

The secretary was stunned to see her minutes were completely changed.  The secretary took action at the board meeting bringing hard copies of her original draft minutes with some revisions previously submitted to her by other board members. The secretary did include a couple of changes the president had made in her own version.  The secretary shocked the president! The president, not one to not get her way, stated the board has two versions of the minutes and wanted the board to vote on which version to use to be approved. The maligned board member who knows enough RRONR to annoy the president who won't follow RRONR spoke up and stated the presidents minutes were not up for consideration as only the Secretary may submit the minutes to the packet and board.

The president tried to get her clique to vote for her minutes and the discussion became contentious. The president has been required the HOA's attorney to attend all meetings (@ $600 in legal fees per meeting) for the "purpose" or appearance of getting legal advice to overrule the woman who knows how board meetings are suppose to be conducted.  This sets up the woman to be the bad guy for insisting the RRONR be followed however informally. She's raised concerns the board members are suppose to debate any action before calling for a vote. The president has three people who always vote with her so she has the majority (4 to 3) usually.  I'm guessing in her mind what's the point of debate when the vote goes her way every time.  But that's where the secretary comes in.

The secretary's minutes capture the president's actions.  The president does not want the minutes to show she's railroading things and prefers to appear democratic when she's not.  So, as I understand it, and please check me on these items concerning smaller boards (7 members) and Roberts Rules: 

(1) The Secretary is not required to circulate the draft minutes before the board meeting. Yes or No?

(She has in the past to help save time at meetings and to ask for any corrections be submitted to her before sending the "draft" minutes to the property manager to include in the board's pre-meeting reading packet.  The board members submit their feedback to the Secretary and...

(2) It is the Secretary's prerogative to include or reject any feedback or corrections. Yes or No?

(3) Only the Secretary determines the draft minutes' content? Yes or No?

(4) While Roberts Rules state it is not required to record how board members voted by name in the minutes, she prefers to for transparency concerns voiced by some residents.  Is it in violation of RRONR to record the votes showing how each board member voted on a motion? Yes or No?

(5) If board minutes are rejected because of #4, what are the next steps under RRONR?

 

Any information you can share is greatly appreciated. Please cite the rule and page number if you can to help our Secretary. THANK YOU!

 

[George Mervosh]

42 minutes ago, Guest Ceva said:

Please help!  Who is in charge of the board's meeting minutes? We have a secretary who does a fine job and she circulates the draft minutes with a couple of days to our board for feedback in case she missed anything. We send her our feedback, mainly tweak here and there, typo corrections etc. We are a small board of 7 members so the more informal Roberts Rules apply to us. Here's the problem: Our president is rewriting the minutes to hide her actions and malign another board member. The president then sent the revised draft minutes to the property manager to put into the board members' packet sent in email the day before the meeting.

The secretary was stunned to see her minutes were completely changed.  The secretary took action at the board meeting bringing hard copies of her original draft minutes with some revisions previously submitted to her by other board members. The secretary did include a couple of changes the president had made in her own version.  The secretary shocked the president! The president, not one to not get her way, stated the board has two versions of the minutes and wanted the board to vote on which version to use to be approved. The maligned board member who knows enough RRONR to annoy the president who won't follow RRONR spoke up and stated the presidents minutes were not up for consideration as only the Secretary may submit the minutes to the packet and board.

The president tried to get her clique to vote for her minutes and the discussion became contentious. The president has been required the HOA's attorney to attend all meetings (@ $600 in legal fees per meeting) for the "purpose" or appearance of getting legal advice to overrule the woman who knows how board meetings are suppose to be conducted.  This sets up the woman to be the bad guy for insisting the RRONR be followed however informally. She's raised concerns the board members are suppose to debate any action before calling for a vote. The president has three people who always vote with her so she has the majority (4 to 3) usually.  I'm guessing in her mind what's the point of debate when the vote goes her way every time.  But that's where the secretary comes in.

The secretary's minutes capture the president's actions.  The president does not want the minutes to show she's railroading things and prefers to appear democratic when she's not.  So, as I understand it, and please check me on these items concerning smaller boards (7 members) and Roberts Rules: 

(1) The Secretary is not required to circulate the draft minutes before the board meeting. Yes or No?

(She has in the past to help save time at meetings and to ask for any corrections be submitted to her before sending the "draft" minutes to the property manager to include in the board's pre-meeting reading packet.  The board members submit their feedback to the Secretary and...

(2) It is the Secretary's prerogative to include or reject any feedback or corrections. Yes or No?

(3) Only the Secretary determines the draft minutes' content? Yes or No?

(4) While Roberts Rules state it is not required to record how board members voted by name in the minutes, she prefers to for transparency concerns voiced by some residents.  Is it in violation of RRONR to record the votes showing how each board member voted on a motion? Yes or No?

(5) If board minutes are rejected because of #4, what are the next steps under RRONR?

 

Any information you can share is greatly appreciated. Please cite the rule and page number if you can to help our Secretary. THANK YOU!

 

I'm not sure what the bolded sentence means, but she may be including more information than RONR requires.  That said:

1) Correct, she's not required to circulate the draft ahead of time.

2) Yes.

3) Yes.

4) She shouldn't be recording how members vote unless the vote is by roll call, so her actions are not proper.

5) The minutes should be corrected because of #4, not rejected.  

[Joshua Katz]

1.  Yes.  The Secretary, unless you have rules to the contrary, can simply read the minutes at the next meeting.

2.  No.  The Secretary can accept changes to the draft prior to presenting it for approval, but ultimately it is up to the assembly, not the Secretary, to determine what goes into the minutes.  The assembly does so by offering corrections or remaining silent when the minutes are presented for approval.

3.  I suppose that only the Secretary determines what the Secretary puts before the assembly as a draft, but it's immaterial.  The draft minutes are not Minutes, they're just the Secretary's notes.  Minutes come into existence, in a sense, when adopted by the assembly.

4.  It is not a violation of RONR to show how people voted, in the sense that the assembly could order that anything be included, but it is not appropriate to include it at the Secretary's own initiative.  The minutes should include the name of the maker of a motion, the exact language, and whether the motion was adopted or not.  If the assembly wishes to include how everyone voted, it can adopt a motion to so instruct the Secretary.  

5.  The minutes cannot be rejected, if a reasonable process is used.  The minutes are read (or not read, if they were distributed and no one demands to hear them), and then corrections are asked for.  If there are corrections, either they are handled by unanimous consent, or a vote is taken if there's controversy.  When there are no more corrections to be offered, the minutes are deemed approved.  It is not a good idea to, as is often done, prompt "is there a motion on the minutes?"  What will happen is everyone will look at each other for a while, until someone says "so moved."  Then the chair will say "is there a second?"  After a few more uncomfortable minutes, someone will say "second."  Then everyone will look at each other some more while the chair says "debate?"  Then there will be a vote in which it isn't clear what "no" means.  In reality, the only objection to adopting the minutes is saying "here's something that's wrong."  It makes no sense to just say "I don't want to adopt these."

General comment:  There's something odd going on with your minutes.  It sounds like a lot more than what RONR suggests is being included, likely including some editorial remarks by the Secretary.  The Secretary should stop that practice.  Also, if the Secretary presents a draft, then that is what should be put up for adoption, not scribblings of anyone else, including the President.  If the President doesn't like it, she can suggest changes, which the body may or may not accept.  

Also, does your President have the power to commit the organization to expenditures on legal services without board action?

[Richard Brown]

Hasn't this question already been asked in a slightly different way?

OK, I found it, here: 

 

[George Mervosh]

21 minutes ago, Richard Brown said:

Hasn't this question already been asked in a slightly different way?

OK, I found it, here: 

 

You need to post sooner so we can type less.

[Richard Brown]

3 minutes ago, George Mervosh said:

You need to post sooner so we can type less.

I was trying.... trying like heck!!!!  But, this "new and improved" forum wasn't cooperating! 

 

[Guest]

1 hour ago, Godelfan said:

"4. It is not a violation of RONR to show how people voted, in the sense that the assembly could order that anything be included, but it is not appropriate to include it at the Secretary's own initiative." 

...

"5.  The minutes cannot be rejected, if a reasonable process is used."  The minutes are read (or not read, if they were distributed and no one demands to hear them), and then corrections are asked for.  If there are corrections, either they are handled by unanimous consent, or a vote is taken if there's controversy.  .....It makes no sense to just say "I don't want to adopt these."

...

General comment:  There's something odd going on with your minutes.  It sounds like a lot more than what RONR suggests is being included, likely including some editorial remarks by the Secretary.  The Secretary should stop that practice.  Also, if the Secretary presents a draft, then that is what should be put up for adoption, not scribblings of anyone else, including the President.  If the President doesn't like it, she can suggest changes, which the body may or may not accept.  

...

Also, does your President have the power to commit the organization to expenditures on legal services without board action?

 

Godelfan, thank you for your information and your sharp insight! I'm including your response in parts to address them below and ask a follow up question or two. Forgive me as I'm new to posting on forums so I"m not sure about the right protocol here but I go:

"4. It is not a violation of RONR to show how people voted,  Good. Three of us (the secretary included) want our votes to be recorded by name to prevent confusion over who's voted for what since we want full transparency over who's approving funding for unnecessary expenses.We want to go on record as voting against these expenses. When its just numbers recorded (i.e. 4-3) those who voted for the expense now have "cover" to say they did not vote for these expense, hence the inclusion of names.  Since we are a small board and we can have a more informal method permitted,  if I read you right, the its not suggested to include names with votes, that's just a suggestion and the secretary may include everyone's vote by name if she wants to. Right?  That said, if the majority want to adopt a policy against including votes by name in the minutes, does this still permit other board members to ask that their names be included on how they voted when the secretary is taking the minutes? Can anyone prevent this? I'm seeking RRONR citations here.

5. The minutes cannot be rejected, if a reasonable process is used." 

Sorry but the minute were rejected by a vote. The other 3 board members were fine with it but outnumbered. Those who rejected it are not happy that their actions were included in the minutes which stated their motions in detail and discussion points that led to calling the police. To leave out this discussion would be very one-sided and misrepresent the actions of those involved. While its not proper procedure to include this detail, the concern was there should be some latitude here to insure homeowners knew what happened and why. Those who don't want it included are the ones who took ridiculous actions. Of course they don't want it in the minutes.

So, does the secretary have to correct the minutes since they've been rejected and bring them back for approval again or ?

Should the corrected minutes be treated as all corrections made are to be included or can the board literally move to vote on each suggested correction?  (that's what this guy tried to do last night and ended up looking bad so he just moved to reject them as a whole. 

Also, does your President have the power to commit the organization to expenditures on legal services without board action?

No, she does not. She has a $1,000 spending limit so she chooses to view the $600 per meeting's legal fees as under her discretion.  However as I pointed out, its to the same lawyer and these accumulated payments violate the bylaws.  I explained this prevents from a vendor from billing our HOA $999 on multiple separate invoices for a project that exceeds the president's spending limit and hide business from the board members.  You have found out why this board president is going for my jugular! I pointed out she had spent $2,400 without our knowledge and insisted this stop. She now got the board to vote on the need for the attorney to attend all board meetings because she feels its safer as if I'm now a threat. I replied that my concern for safety was why I asked if police could atend our meetings for just this reason but this president refused to pay for a police man to attend and would tell him to leave unless he was a resident of the HOA. That, coupled with her refusal to issue a civil conduct policy, coupled with calling cops on those who want to record the meetings and then building on her policy against recording by adding in a no-concealed weapons item to the policy is designed to malign me.  I obtained a copy of the police call and the property manager told police "he was told in the past by some members she carries...in her purse."   Yep. Complete fabrication and the plot thickens.  Sorry but I digress.

I look forward to your input and answers. Thanks for your patience, everyone.

[Gary Novosielski]

4.  If the vote is by roll call, the names are recorded in the minutes.  If not, they are not.  There's no need to get into sticky details.  If you want the names in the minutes, fine.  Have a roll-call vote.

There are perfectly good reasons to have the names recorded if members represent a constituency that has an interest in how their representatives voted.  Many public bodies use roll-calls for essentially every vote, for that reason.  

 

5.  It is not proper to vote to reject minutes.  The chair directs the secretary to read the (draft) minutes (unless copies have been distributed and no one demands reading).  The chair then asks if there are any corrections, and if eveyone concurs, they are made.  If a correction is disputed, majority vote decides if it will be accepted or not.  

When there are no (more) corrections, the chair declares that the minutes (as read, or as corrected) stand approved.  No vote is required, and there is no way to reject the minutes completely.  The only way to object to something in the minutes is to offer a correction.

[Richard Brown]

Guest Ceva, I think you need to get a copy of the current edition of RONR (the 11th edition) and study the section on minutes on pages 468-477.  It seems you don't understand the proper role of minutes or what should be in them or the process for approving them.  RONR spells it out for you.  There is too much in there for us to post it all here in response to your question. 

In a nutshell, the minutes should be a record of what was done at a meeting, not what was said.  I think most of us on here believe your secretary is putting far more stuff in the minutes than necessary or appropriate.  Although your organization's minutes can include whatever your members want them to include, the purpose of minutes is to have a record of what was done.... what motions were adopted.

If your membership wants more detail about what goes on at your board meetings, they they should either attend the board meetings to see for themselves or you should consider hiring a stenographer for each meeting to take down everything that is said verbatim and make the transcript available to the membership.  Or tape record the meetings and make the recording available.  Of course, if you have two or three or four people talking at once trying to interrupt and talk over each other, the reporter's job will be very difficult. However, I don't recommend any of the actions I just mentioned other than having members attend the board meetings to see for themselves.   I predict that as long as the secretary is trying to summarize what people said, there will be disagreements and hard feelings over the minutes.  

As Gary Novosielski said, if you want a record of how each board member votes, you should take each vote by roll call.  You might consider adopting a special rule of order to that effect.

Edited to add:  Here is a link to RONR.  It's about $18 in bookstores and $12 on Amazon:  http://robertsrules.com/book.html

[Joshua Katz]

4.  I feel that my answer was cut off and as a result looks like I said something different.  In context, I said that it's not a violation to include how people voted per say - an example being, for instance, that such information is included when a vote is by roll call.  That doesn't mean that we have the right to demand our votes be indicated at our own initiative, or that the Secretary should just hop at it.  If the vote is not by roll call, and the body declines to order that names be included, then no, an individual cannot demand that their vote be included.  (Well, I mean, they can, but no one should listen.)  As for the text in blue, no, that is not my answer.  The Secretary never can just decide to include things at their own initiative, as I said, and it has nothing to do with small board rules.  

5.  Well, I said only that they can't be rejected by a vote if a reasonable process is used.  If the more common, but incorrect, process is used, then yes, you can wind up with a situation where you have voted not to approve the minutes.  Others have explained why that shouldn't happen, so I'll try to confine myself to the question in blue and to suggesting what you can do next.  Regarding those who rejected the minutes (try asking them what that means), what they should have done was, if there wasn't unanimous consent to remove the things they wanted removed, moved to amend to remove them.  Whatever the result of that vote, again, there shouldn't be a vote on approving the minutes, so they shouldn't have a chance to vote no.  I strongly suspect that the only way leaving out actions that result in calling the police can be one-sided is if other things, which also don't belong in the minutes, are in there.  The minutes should be a record of what actions were taken by the body - meaning motions adopted, not things thrown, angry words shouted, or police called.  (If significant time disruptions are caused by police activity, though, that may need to be mentioned.)  

However, in this case, your board did allow such a vote, and it came out negative.  So what's the status, and what to do?  Well, voting no on a motion is not an action, it's a failure to act.  A rejected motion may be made again at the next session.  Similarly, your status is that you have no minutes for the meeting under discussion, since you haven't adopted any.  So the draft minutes should be presented again for approval (hopefully, correctly this time).  The Secretary, as always, can include whatever they want in the draft, since it's not a record of the assembly - it can be seen, if you want, as a proposal to the body.  The Secretary can make the requested changes, or not - and should follow the rules in RONR for minutes.  As for the inclusion of all corrections:  certainly there's no rule that all corrections must be included.  If there were, I assure you that every meeting I attended (except those where I preside or am secretary) would have mentions of dragons in the minutes.  (More correctly, the meetings proceeding those I attend.)  When the minutes are pending, corrections are motions to amend.  Usually - although I suspect not so usually in your board - they are handled by unanimous consent.  If there's not unanimous consent, they're handled like any motion to amend, and require a majority vote for their adoption.  There's no need to "literally move to vote on each suggested correction" since that's just the nature of things if there's objection to the change.  Once there are no more corrections/amendments to be made, you're done.  (What if someone makes a correction, it's rejected, and they then try again?  A rejected motion cannot be made again, unless things have substantially changed, in the same session, which is what they should be told.  When the chair asks for any corrections, they don't mean "any corrections that have already been considered and rejected.")