Signature on minutes

[Wild Dunes]

Our HOA board has a secretary as one of its officers. We recently appointed a Recording Secretary to take and process our meeting minutes. Does the Secretary or Recording Secretary sign the minutes?

[JustinPappano]

What are the duties of your Secretary? What is the scope of the recording secretary's duties?

[Gary Novosielski]

On 3/30/2022 at 7:34 PM, Wild Dunes said:

Our HOA board has a secretary as one of its officers. We recently appointed a Recording Secretary to take and process our meeting minutes. Does the Secretary or Recording Secretary sign the minutes?

Whoever took the minutes will sign the minutes.

I assume you amended your bylaws to create the new office of Recording Secretary.  Why isn't this an elected office?

[Wild Dunes]

On 3/30/2022 at 11:52 PM, Gary Novosielski said:

Whoever took the minutes will sign the minutes.

I assume you amended your bylaws to create the new office of Recording Secretary.  Why isn't this an elected office?

Our boards for the current and past year simply could not get a secretary that would/could take minutes. The decision was made to appoint a recording secretary, not a board member. And no, the bylaws were not changed. I don't know why it is not an elected office; it has just been a board appointed role.

I have read conflicting information on these boards. Part of the conflict could come simply from the response being applied to 'secretary' assuming the secretary is taking the minutes. I can't quote the posts here, but there are varied replies, some saying that whomever takes the minutes, signs the minutes, and others that point to the secretary. 

[JustinPappano]

On 3/31/2022 at 12:56 PM, Wild Dunes said:

I have read conflicting information on these boards. Part of the conflict could come simply from the response being applied to 'secretary' assuming the secretary is taking the minutes. I can't quote the posts here, but there are varied replies, some saying that whomever takes the minutes, signs the minutes, and others that point to the secretary. 

If you want a definitive answer, I suggest your group makes a rule regarding who signs the minutes - I have seen both practices you have described. 

I do not think you will find a satisfactory answer in RONR regarding your specific situation. RONR states that the Secretary should sign the minutes (48:7). I think some of my friends may disagree with me, but I would read that to mean the Officer, not the specific person writing the minutes; although, it is up to each group to interpret their own rules - in this case, make a rule if you want to remove any potential doubt. 

 

[Josh Martin]

On 3/31/2022 at 11:56 AM, Wild Dunes said:

I have read conflicting information on these boards. Part of the conflict could come simply from the response being applied to 'secretary' assuming the secretary is taking the minutes. I can't quote the posts here, but there are varied replies, some saying that whomever takes the minutes, signs the minutes, and others that point to the secretary. 

This confusion arises for several reasons:

1.) Whoever is taking the minutes is the secretary in the parliamentary sense, in a similar fashion to how whoever is presiding at the current time is the chair.

2.) It is generally assumed by RONR that the person who holds the official title of Secretary is also the person who takes the minutes, unless the person is absent in a particular case. Societies do not necessarily have multiple secretaries, but if they do, the recording secretary is the person who takes the minutes. (Although I question whether your group has properly created the position of recording secretary, since I take it the bylaws were not amended to add that position.)

3.) Finally, what often complicates these things is the fact that there are actually two different parts in RONR - the signature (which occurs at the time the minutes are written and submitted) and the initials (which occurs at the time the minutes are approved). As previously noted, the primary reason why a person other than the Secretary would take the minutes is because the Secretary is absent. The Secretary might, however, be present when the minutes are approved. In such a case, the secretary pro tempore would take and sign the minutes, and the regular Secretary would initial them.

On 3/31/2022 at 12:03 PM, JustinPappano said:

If you want a definitive answer, I suggest your group makes a rule regarding who signs the minutes - I have seen both practices you have described. 

I do not think you will find a satisfactory answer in RONR regarding your specific situation. RONR states that the Secretary should sign the minutes (48:7). I think some of my friends may disagree with me, but I would read that to mean the Officer, not the specific person writing the minutes; although, it is up to each group to interpret their own rules - in this case, make a rule if you want to remove any potential doubt. 

Yes, but the word "secretary" can refer both to the person serving as the permanent officer and to the person serving as secretary for a particular meeting. So which one is RONR referring to in this case?

I am inclined to think the latter. It also seems logical to me as a practical matter that the person who wrote the minutes should sign them.

Edited March 31, 2022 at 11:36 PM by Josh Martin

[JustinPappano]

On 3/31/2022 at 7:34 PM, Josh Martin said:

So which one is RONR referring to in this case?

I am up in the air on this one myself, Mr. Martin. Although, my gut tells me that in this case, it refers to the office which is tasked with keeping the records, i.e. the officer secretary. 

I have been a part of many groups where the secretary (or treasurer) does not actually do the recording of the minutes (or financials), but instead, a staff member does that work; it would, in my opinion, be odd to have a non-elected and non-appointed non-member of a body sign for them on their minutes (or financial documents). 

 

The minutes, as we know, are the official record of the proceedings of an assembly, and they are usually documents of a legal nature for incorporated groups. This fact leads me to believe that RONR is referring to the secretary (officer), not the person acting as recording officer. I will call to our attention the fact that in 48:7, RONR refers to the president signing the minutes (if the assembly wishes). If the authorship team wanted to convey the presiding officer, why not say chairman? I think they mean the officers in both cases. 

Although, whenever there is ambiguity, if who signs the minutes matters to your organization, I'd recommend adopting a clear-cut rule on the topic! 

 

[Wild Dunes]

On 3/31/2022 at 8:34 PM, JustinPappano said:

Although, whenever there is ambiguity, if who signs the minutes matters to your organization, I'd recommend adopting a clear-cut rule on the topic! 

 

Thank you. I agree on the rule.

[Wild Dunes]

On 3/31/2022 at 4:34 PM, Josh Martin said:

This confusion arises for several reasons:

1.) Whoever is taking the minutes is the secretary in the parliamentary sense, in a similar fashion to how whoever is presiding at the current time is the chair.

2.) It is generally assumed by RONR that the person who holds the official title of Secretary is also the person who takes the minutes, unless the person is absent in a particular case. Societies do not necessarily have multiple secretaries, but if they do, the recording secretary is the person who takes the minutes. (Although I question whether your group has properly created the position of recording secretary, since I take it the bylaws were not amended to add that position.)

3.) Finally, what often complicates these things is the fact that there are actually two different parts in RONR - the signature (which occurs at the time the minutes are written and submitted) and the initials (which occurs at the time the minutes are approved). As previously noted, the primary reason why a person other than the Secretary would take the minutes is because the Secretary is absent. The Secretary might, however, be present when the minutes are approved. In such a case, the secretary pro tempore would take and sign the minutes, and the regular Secretary would initial them.

 

We certainly do have confusion. Our board needs to work through issues such as this and take action to remedy. We're trying--small steps.

Mr. Martin, your clarification here is quite helpful. Thank you.