approving minutes

[Nikki]

What if the board members don't agree with the minutes that I wrote as secretary and try to change them?

We have a newly elected President and he didn't follow Parlimentary procedure at our last meeting.

Most of what took place was just discussion.  I wrote up the minutes---which was difficult to do--- and submitted to the rest of the board for clarification on a few items and the President rewrote the minutes with a lot of detail of all the conversation that took place.

 

[Hieu H. Huynh]

See FAQ #15.

[Joshua Katz]

If they do not like the minutes, they can amend them while their approval is pending.  It takes a majority vote, but it usually handled by unanimous consent.  If they discover later that they don't like them, they can be amended after the fact by a 2/3 vote, a majority vote with notice, or a majority of the entire organization, any one of which will suffice.

In this case, your minutes should come up for adoption.  It is in order to move to substitute those written by the President.  It sounds like yours contain less items which are not supposed to be in there.

[Richard Brown]

Nikki, are these minutes of a board meeting or a general membership meeting?  If a general membership meeting, the board has no business meddling in the minutes at all.  It is the general membership that should approve them.  What goes into those minutes is ultimately up to the general membership.

But, if it is minutes of a board meeting, what goes into the minutes is ultimately up to the board.  The Secretary can and usually does present draft minutes for approval (or or correction), but the board, by majority vote, can change them just about any way it wants to. Thank goodness that doesn't happen often. 

As to your president, he should normally not be preparing his own set of minutes, especially not if the secretary is competent.  However, no rule in RONR prevents the president or any other member, or even all of the members, from proposing their own minutes for approval.  Protocol may dictate that the president stay out of it as much as possible, but no rule requires it.  Assuming he's a member of the board, he has just as much right to propose changes as any other member.

I suggest you and the president both read the rather lengthy discussion on Minutes in RONR on pages 468-475 as to what should be in the minutes and the procedure for approving them.   I think some discussion between you two, and maybe the rest of the board about the minutes might be in order, keeping in mind the provisions in RONR as to what should be in the minutes.

[Kim Goldsworthy]

 

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What if the board members don't agree with the minutes that I wrote as secretary and try to change them?

Then the board is free to amend the minutes. Nothing wrong with that. Takes a majority vote to amend pending minutes.

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We have a newly elected President and he didn't follow Parliamentary procedure at our last meeting.

That is sad. There is more than one way to skin a cat. You could have another party act as the presiding officer.

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Most of what took place was just discussion.  I wrote up the minutes---which was difficult to do--- and submitted to the rest of the board for clarification on a few items and the President rewrote the minutes with a lot of detail of all the conversation that took place.

It does not matter who wrote what. -- It takes a majority vote to amend minutes which are pending approval. So, it isn't up to a president or a secretary. It is up to the majority vote of the board, to edit their own minutes, as they wish.

 

[Nikki]

This is a board meeting.  There was only 1 action completed.  The rest was discussion or updates on road maintenance issues that have not been completed yet.  I didn't think discussion or updates were supposed to be recorded in the minutes., only motions that were passed.  They also explained in detail about a homeowner that is in dispute with the HOA.  I didn't think this should be recorded in the minutes.

[Nikki]

And if "minutes are a record of what was done at a meeting, not a record of what was said"

why then are the board members allowed to change the minutes and write a narrative of what happened and was discussed with no action taken? 

[Dan Honemann]

6 hours ago, Nikki said:

And if "minutes are a record of what was done at a meeting, not a record of what was said"

why then are the board members allowed to change the minutes and write a narrative of what happened and was discussed with no action taken? 

As previously noted, RONR (11th ed.), on pages 468-472, explains in quite some detail what ought to be included in the minutes, and does tell us that they "should contain mainly a record of what was done at the meeting, not what was said by the members." As secretary, you should make sure that you are fully familiar with what RONR says in this regard, and, as a general rule, prepare your draft of the minutes accordingly.

The ugly truth, however, is that, during the meetings of many small boards (in RONR jargon this means meetings with no more than about a dozen members present), reports are very often submitted for the information of the board which are not in writing (even although RONR says that they should be in writing), and the board will want some sort of summary of such reports included in the minutes. When your draft of the minutes is presented to the board for its approval, if you have not included such a summary the board may, by majority vote, add one if it wishes to do so (and it probably will).

And so another ugly truth is that it is often much more difficult to serve as secretary for a small board then it is to serve as secretary for a large organization. 

 

[Nikki]

We previously agreed to send the minutes of the board meeting out to the homeowners, so the minutes were just not for the benefit of the board.  So if majority of the board members want to include "privileged" information(information from the HOA board's legal counsel) about a dispute between a homeowner and the board in the minutes which will be sent out to all the homeowners , then I should include that information in the minutes?

[jstackpo]

Include it only if the Board approves of doing so in a formal vote that is recorded in the minutes.  Don't do it on your own...

The Board most likely should NOT approve including it if it really is a "privileged" legal matter.  Ask the lawyer about that.

A better way is to write "pure" minutes (motions only as described in RONR, p. 468ff.) and, separately, send around a "Board Newsletter" or the like including whatever the Board wants to go out in addition to the minutes.

[Richard Brown]

Truly "privileged" matters should be discussed in executive session so that it is clearly understood that the information is confidential and cannot be disclosed to others without the consent of the board.  Executive session minutes are usually kept separate from the "regular" minutes (minutes of regular or special meetings not held in executive session).

If your minutes often contain information that should not be disclosed to others, but the discussion wasn't in executive session, then the "board newsletter" solution suggested above by jstackpo may be the way to go. 

[Dan Honemann]

2 hours ago, Nikki said:

We previously agreed to send the minutes of the board meeting out to the homeowners, so the minutes were just not for the benefit of the board.  So if majority of the board members want to include "privileged" information(information from the HOA board's legal counsel) about a dispute between a homeowner and the board in the minutes which will be sent out to all the homeowners , then I should include that information in the minutes?

The board has the right to disclose any information it receives from its legal counsel to whomever it wishes. It is under no obligation to keep secret anything it does not wish to keep secret unless ordered to do so by its superior body, or its rules require it to do so.