MINUTES OF AN ANNUAL MEMBERSHIP MEETING

[Guest W. M. Lee]

Our HOA holds a annual membership meeting once a year.  After the meeting, our Secretary prepares the minutes of that meeting in draft form.  Are this minutes approved by the membership not until the following annual meeting or is there any provision to approve the minutes prior to the subsequent meeting? 

[George Mervosh]

9 minutes ago, Guest W. M. Lee said:

Our HOA holds a annual membership meeting once a year.  After the meeting, our Secretary prepares the minutes of that meeting in draft form.  Are this minutes approved by the membership not until the following annual meeting or is there any provision to approve the minutes prior to the subsequent meeting? 

"When the next regular business session will not be held within a quarterly time interval (see pp. 89–90), and the session does not last longer than one day, or in an organization in which there will be a change or replacement of a portion of the membership, the executive board or a committee appointed for the purpose should be authorized to approve the minutes."  RONR (11th ed.), pp. 474-475

The authorization mentioned above must come from the members at the HOA annual meeting.  They should never wait a year to approve these minutes.

[Richard Brown]

Agreeing completely with Mr. Mervosh, besides adopting a motion at each annual meeting authorizing the Board or a committee to approve the minutes, the bylaws can be amended to provide that the Board (or some specified committee) has the authority to approve the minutes of the annual meeting.  That eliminates the need to remember to  adopt such a motion at each annual meeting.  It is something that gets overlooked all too often.

[Newbie]

While our Bylaws only state that the Secretary shall keep the minutes of all proceedings...etc., our State Statute seems more definitive:

"The secretary or other designee duly authorized by the board of directors shall take minutes of all meetings held in accordance with this section and RSA 356-B:37-c. The board of directors shall make copies of the minutes of all meetings available to the unit owners within 60 days of the meeting or 15 days of the date such minutes are approved by the board, whichever occurs first. The association may opt to provide the minutes electronically or publish them on the association website, in which case the owners shall be informed of the web address."

We had a debate on the Board last year about the Board being able to approve the minutes from the Annual Meeting that was held the month prior. We did some sort of compromise whereby the Board approved the minutes in "draft form". Then, we still approved them at the Annual Meeting that we had last month.

This year, I just want the Board to approve the minutes at our next monthly meeting, post them on our portal, and be done with them. Does that pass muster?

Edited November 9, 2019 at 01:37 AM by Newbie
addition for "next monthly meeting"

[Richard Brown]

Yes.  In fact, it is the recommended practice in RONR. Minutes should not wait until the next annual meeting for approval. Instead, the board or a committee should be authorized to approve the minutes. However, in order to do so, either the bylaws should authorize the procedure or a motion should be adopted at each annual meeting appointing a committee or authorizing the board to approve the minutes.

[Atul Kapur]

1 hour ago, Newbie said:

our State Statute seems more definitive:

"The secretary or other designee duly authorized by the board of directors shall take minutes of all meetings held in accordance with this section and RSA 356-B:37-c. The board of directors shall make copies of the minutes of all meetings available to the unit owners within 60 days of the meeting or 15 days of the date such minutes are approved by the board, whichever occurs first. The association may opt to provide the minutes electronically or publish them on the association website, in which case the owners shall be informed of the web address."

We had a debate on the Board last year about the Board being able to approve the minutes from the Annual Meeting that was held the month prior. We did some sort of compromise whereby the Board approved the minutes in "draft form". Then, we still approved them at the Annual Meeting that we had last month.

This year, I just want the Board to approve the minutes at our next monthly meeting, post them on our portal, and be done with them. Does that pass muster?

It's not at all clear to me that the statute you quote gives the board the authority to approve minutes of annual meetings. There is not enough included to tell if it applies to membership meetings or just to board meetings. And that is a question for a lawyer.

I agree with Mr. Brown's answer that it is a good idea to have the Board or a committee approve the annual meeting minutes; I also agree that you can only do that if it is in the bylaws or a motion adopted at the annual meeting.