Approval of Homeowners Association Annual Meeting minutes

[Guest Robert Lasley]

I have seen several legal firm websites state that the newly revised Robert's Rules of Order indicate that minutes for one annual meeting should not be held for action until the next yearly meeting, since it is unlikely that residents will remember the meeting procedures one year later. By the time my HOA meeting minutes are approved and made available to residents, it is typically 16-18 months after the fact. A special committee can be formed to do this, can it not? Thanks in advance for input.

[Richard Brown]

On 6/9/2022 at 3:52 PM, Guest Robert Lasley said:

I have seen several legal firm websites state that the newly revised Robert's Rules of Order indicate that minutes for one annual meeting should not be held for action until the next yearly meeting, since it is unlikely that residents will remember the meeting procedures one year later. By the time my HOA meeting minutes are approved and made available to residents, it is typically 16-18 months after the fact. A special committee can be formed to do this, can it not? Thanks in advance for input.

Yes.  RONR suggests that a special committee be appointed for the approval of the minutes of an annual meeting or that the executive board be authorized to approve the minutes.  See §48:12 of RONR (12th ed.).

[Guest Robert Lasley]

Richard, thanks for the response. I was  able to find a PDF of the 12th edition, but I could not find the specific wording to which you referred. Can you please send me the specific wording? It would be much appreciated. 
Bob

[Josh Martin]

On 6/9/2022 at 6:08 PM, Guest Robert Lasley said:

Richard, thanks for the response. I was  able to find a PDF of the 12th edition, but I could not find the specific wording to which you referred. Can you please send me the specific wording? It would be much appreciated. 

I think the Authorship Team would be curious to know where you found this PDF of the 12th edition, so that they (and the publisher) can seek to take care of this violation of copyright law. (Assuming the PDF you found is, in fact, of the 12th edition.) Please purchase a copy of the book. Both physical and electronic versions are available for purchase.

https://robertsrules.com/books/

In the interim, the citation in question reads as follows:

"Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not 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 48:15)." RONR (12th ed.) 48:12

Edited June 10, 2022 at 03:15 PM by Josh Martin

[Mr. Coffee]

Richard and Josh, If an annual meeting is inquorate, do you think that affects its power to authorize another body to approve its minutes? 

[Atul Kapur]

You didn't ask me, @Todd Crowder, 😉 so rather than answering I'll limit myself to asking you whether you think anything in 40:6-9 would allow the inquorate meeting to do so?

Of course, the minutes can be expected to be short enough that it shouldn't be a significant challenge to decide if they're accurate, even a year later.

Edited July 9, 2022 at 07:51 PM by Atul Kapur

[Gary Novosielski]

On 7/9/2022 at 3:39 PM, Todd Crowder said:

Richard and Josh, If an annual meeting is inquorate, do you think that affects its power to authorize another body to approve its minutes? 

Yes, actions such as that require a quorum.

[I]n the absence of a quorum, the assembly may fix the time to which to adjourn (§22), adjourn (§21), recess (§20), or take measures to obtain a quorum.

See 40:7

Fortunately, if the meeting was inquorate, the minutes will be easy enough to prepare, and not a big strain on anyone's memory.

 

[Richard Brown]

On 7/9/2022 at 2:39 PM, Todd Crowder said:

Richard and Josh, If an annual meeting is inquorate, do you think that affects its power to authorize another body to approve its minutes? 

Since you did ask me, I will respond by saying I agree with the responses by Dr. Kapur and Mr. Novosielski. Minutes  cannot legitimately be approved at an inquorate meeting and the assembly cannot delegate the authority to approve those minutes. The only things you can do at such a meeting, as already pointed out, are to adjourn, recess, fix the time to which to adjourn (to set an adjourned meeting) and to take measures  to achieve a quorum, such as calling absent members. 

The minutes of such a meeting will naturally be extremely short, perhaps consisting of only one or two lines: “The  meeting of July 9, 2022, was called to order at 8:05 PM and was adjourned at 8:20 PM due to the absence of a quorum.“

Note:  If there is a previously adopted rule which grants the board or a minutes approval committee the authority to approve the minutes, then that board or committee, having previously been authorized to approve minutes, may also approve the minutes of the inquorate meeting.
 

 

[Josh Martin]

On 7/9/2022 at 2:39 PM, Todd Crowder said:

Richard and Josh, If an annual meeting is inquorate, do you think that affects its power to authorize another body to approve its minutes? 

No, I don't think an inquorate assembly could authorize another body to approve the (very brief) minutes.

On 7/9/2022 at 2:51 PM, Gary Novosielski said:

Yes, actions such as that require a quorum.

[I]n the absence of a quorum, the assembly may fix the time to which to adjourn (§22), adjourn (§21), recess (§20), or take measures to obtain a quorum.

It should be noted that the full text of the rule in question is as follows:

"Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." RONR (12th ed.) 40:7

So I think it is a reasonable question to ask whether a motion to authorize another body to approve the minutes is a motion which relates "to the conduct of the meeting while it remains without a quorum."

I am inclined to think it does not. There certainly may be some motions relating to the minutes which would meet this criterion (such as appointing a Secretary Pro Tempore). But in this instance, I concur with Mr. Brown that if the assembly cannot approve minutes in the absence of a quorum, it stands to reason that the assembly also cannot delegate the authority to approve the minutes in the absence of a quorum.

[Mr. Coffee]

Thanks! 

[Ray Harwood]

Thanks to all who participated in this discussion, as it seems to answer all the questions I have.  My HOA annual meetings have been inquorate in 2019, 2020, and 2021, so at this year's annual meeting we will have minutes from 2018 (the last quorate meeting), 2019, 2020, and 2021 to approve.  I will present a motion to create a Special Rule to authorize the Board to correct if necessary and to approve the meeting minutes of any member meeting.

But I also had a "long term" thought:  Could/should RONR 40:7 be modified to permit those attending the inquorate meeting to approve their own minutes prior to adjourning?  Or this situation could be addressed in RONR 48:12 with a statement such as "Members at an inquorate meeting with no meeting in the next quarterly time interval may write brief meeting minutes, and those present can approve the minutes prior to adjournment." (Or both 40:7 and 48:12.)  This approach avoids the potential business of selecting an approval committee or authorizing the board or some other body to approve after the fact.  Who better to document the actual actions taken at an inquorate meeting other than the (few) that actually attended?

Obviously a special rule designating someone to approve the minutes is a better approach... but nobody thought to do that here, now we're stuck with 4 years of minutes to approve.  Even with this approach, the minutes from 2018 - if not approved prior to adjournment and without such as special rule - would still be unapproved, but at least the subsequent minutes could be designated Final.

[puzzling]

I would have doubts about delegating the approval of the minutes to the board. To much the board controlling the board here. 

I rather appoint a separate  committee for it or add it as function to another body (like the tellers, election committee or any such like) 

Do drop in some rules that attendees will be sent the draft minutes and rules on how they can object to them.

but if the AGM has been inquorate for so many years how have you elected  boardmembers?

 

[Josh Martin]

On 9/9/2022 at 10:15 AM, Ray Harwood said:

My HOA annual meetings have been inquorate in 2019, 2020, and 2021, so at this year's annual meeting we will have minutes from 2018 (the last quorate meeting), 2019, 2020, and 2021 to approve.  I will present a motion to create a Special Rule to authorize the Board to correct if necessary and to approve the meeting minutes of any member meeting.

Yes, that would work. (Assuming you get a quorum this time.)

On 9/9/2022 at 10:15 AM, Ray Harwood said:

But I also had a "long term" thought:  Could/should RONR 40:7 be modified to permit those attending the inquorate meeting to approve their own minutes prior to adjourning?

I don't think so. The minutes are an official record of the society. As a consequence, it seems to me that it is not appropriate for an inquorate assembly to approve minutes, since an inquorate assembly cannot act for the society.

It should also be noted that it may not be practical for an inquorate assembly to approve its own minutes prior to adjourning. The discussion here involves a meeting which is inquorate from the start, and it is certainly the case that such minutes will be quite brief, but a situation may also arise where an assembly loses quorum prior to adjourning and after a lengthy meeting, in which case preparing the minutes may take some time. (Although in those cases, one hopes the assembly authorized the board to approve the minutes prior to losing quorum.)

On 9/9/2022 at 10:15 AM, Ray Harwood said:

Or this situation could be addressed in RONR 48:12 with a statement such as "Members at an inquorate meeting with no meeting in the next quarterly time interval may write brief meeting minutes, and those present can approve the minutes prior to adjournment." (Or both 40:7 and 48:12.)  This approach avoids the potential business of selecting an approval committee or authorizing the board or some other body to approve after the fact.  Who better to document the actual actions taken at an inquorate meeting other than the (few) that actually attended?

Same response as above.

I'd also note that there isn't much in the way of actions to document for an inquorate meeting.

On 9/9/2022 at 10:15 AM, Ray Harwood said:

Obviously a special rule designating someone to approve the minutes is a better approach... but nobody thought to do that here, now we're stuck with 4 years of minutes to approve.  Even with this approach, the minutes from 2018 - if not approved prior to adjournment and without such as special rule - would still be unapproved, but at least the subsequent minutes could be designated Final.

Well, I would note that RONR anticipates that an assembly usually has a quorum, and if an assembly fails to obtain a quorum for four consecutive years, I don't think that's RONR's fault. Rather, it seems to suggest that the organization needs to do some work to get more members to attend meetings and/or amend its rules to lower the quorum.

In any event, there does not seem to be any substantial harm from the rule as it is. The contents of a meeting which is inquorate from the start will look something like this:

"The regular monthly meeting of the L.M. Society was held on Tuesday, January 4, 2022, at 8:30 P.M., at the Society’s building, the President being in the chair and the Secretary being present. A quorum was not present.

The meeting adjourned at 8:35 P.M."

Approving one, two, four, or ten sets of such minutes does not appear to be unduly onerous, and there is not the usual concern about trying to correctly remember what happened, because nothing happened.

To the extent that there is, for some reason, a concern that minutes of an inquorate meeting be reviewed promptly, it would seem to me that the board could review the minutes (but not approve them) and make recommendations pertaining to the minutes when the membership considers them at the next quorate meeting of the membership.

Edited September 9, 2022 at 04:35 PM by Josh Martin

[Ray Harwood]

On 9/9/2022 at 8:42 AM, puzzling said:

but if the AGM has been inquorate for so many years how have you elected  boardmembers?

A long-standing tradition, given the customary lack of quorum (if the records are correct, quorum only 3 of the last 10 years), relying on this in the bylaws:

Directors elected by the Members after the te1minatio11 of the Declarant Control Period shall serve for a term of one (1) year. Despite the expiration of a director's term, a director shall continue to hold office until the director's successor is elected, designated or appointed and qualified, until the director's resignation or removal or until there is a decrease in the number of directors.

Board members stay on until an election can be held.  I'd say it's probably a good fiduciary decision to not try to hold another election before the next annual meeting, given the postage and copying costs plus the likelihood of another failed quorum.  It's been hard getting new blood, but we've been lucky enough to have one person express interest around the time of each of the four resignations in the last 5 years, and the existing directors follows the Vacancies section of the bylaws, which says:

[Declarant language omitted] ... any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum or by a sole remaining director, and any director so chosen shall serve the remainder of the term of the director he replaces. Any newly created directorship shall be deemed a vacancy. If by reason of death, resignation or otherwise, the Association has no directors in office, any officer or Member may call a special meeting of the Members for the purpose of electing the Board.

A final note: Most management companies (those serving the HOA industry) and most HOA attorneys know little (or are blatantly misinformed) of parliamentary processes, and their guidance to directors is often non-existent or just wrong.  As I've pointed out in many meetings at various levels of NAP, with 10,000 HOAs in Arizona alone, and an average of 5 directors per board, there's a pool of 50,000 people just in my state who should be interested in a "parliamentary kindergarten/literacy" course, but with less than 75 members in the state association, I can't get traction on an effort to develop a course which isn't focused on making NAP members out of students.  Fortunately I'm starting to gather some interest in doing this privately.