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Bonnie

Annual meeting minutes and the By-Laws

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Our HOA Membership meets for an Annual Meeting. In the Past the minutes for that meeting were held for a full year. I know that this should not be done. As Secretary of this HOA I would like to change that. Our By-Laws are in the process of being revised. So question: Can the BOD, who meet quarterly, approve a DRAFT of those annual minutes and then present them to the Membership for approval at the next annual meeting if so stated in an approved set of By-Laws?

 

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15 minutes ago, Bonnie said:

Our HOA Membership meets for an Annual Meeting. In the Past the minutes for that meeting were held for a full year. I know that this should not be done. As Secretary of this HOA I would like to change that. Our By-Laws are in the process of being revised. So question: Can the BOD, who meet quarterly, approve a DRAFT of those annual minutes and then present them to the Membership for approval at the next annual meeting if so stated in an approved set of By-Laws?

There isn't any need for a double approval process and really no need to put this in the bylaws.  The membership can simply authorize the board to approve the minutes at each annual meeting.  They can still make additional corrections in the future.

"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. The fact that the minutes are not then read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see third paragraph below). "  RONR (11th ed.), pp. 474-475

"If the existence of an error or material omission in the minutes becomes reasonably established after their approval—even many years later—the minutes can then be corrected by means of the motion to Amend Something Previously Adopted (35), which requires a two-thirds vote, or a majority vote with notice, or the vote of a majority of the entire membership, or unanimous consent."  RONR (11th ed.), p. 475

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I agree with Mr. Mahvash that there is no need for a double approval process and also no need to put a provision in the bylaws regarding approval of the minutes of the annual meeting.

However, it is my opinion that it might still be wise to put such a provision in the bylaws for the simple reason that I have seen too many instances of annual meetings failing to adopt a motion providing for the approval of the minutes, with the result that the minutes go unapproved for a full year. This can be avoided by a provision in the bylaws which authorizes the board to approve the minutes unless a committee to approve the minutes is appointed at the annual meeting.

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2 hours ago, George Mervosh said:

First I'm Bob, now I'm Mr. Mahvash.    Bob Mahvash?  I kind of like it.

1) every superhero needs a secret identity

2) Richard is from New Orleans. I think his dictation app may just have transcribed exactly what it heard. 😁

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