minutes voting Annual Meeting Minutes Approval - who is allowed to vote

[SteveG]

For continuity purposes, I sat through our recent Annual Association Meeting (HOA). At the end of that meeting, HOA resident votes were tabulated and I was then elected to a three year term.  My three year term election was announced prior to the adjournment of the meeting.  Now the Minutes for the Annual Meeting are out.  Since I am now a member of the Board, am I allowed and/or required to vote for approval of those minutes? …. I have this issue because I disagree with a potion of the Minutes.

Thank you!!

[Gary Novosielski]

First, I have to assume that the Board has been given the authority to approve the minutes of the Annual Association Meeting.  In that case:

As a board member you can participate fully in the approval of minutes, and could, even if you were not present at that meeting.  However, that process does not involve any vote on approval, if the rules in RONR apply.   It might include votes on corrections, if those corrections are not agreed to by unanimous consent, but there is no vote on final approval.  The relevant paragraph in RONR (12th ed.) is:

41:11 
After any proposed corrections have been disposed of, and when there is no response to the chair’s inquiry, “Are there any corrections [or “further corrections”] to the minutes?” the chair says, “There being no corrections [or “no further corrections”] to the minutes, the minutes stand [or “are”] approved [or “approved as read,” or “approved as corrected”].” The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary’s draft of the minutes is to offer a correction to it.³ It should be noted that a member’s absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval.

So, when the minutes come up for approval, and the chair asks for corrections, you may offer one.  Offering a correction is essentially moving to Amend  the draft minutes, and would be stated in the same way by striking some words, inserting others, etc., so that the minutes then read correctly.  Usually, corrections are accepted by unanimous consent, but if any member objects, they are handled the same as any amendment, with a majority vote deciding, if required, until all corrections are decided.

If the minutes are properly drafted, i.e., if they are purely factual records of what was actually done at the meeting, and no record of what was said a the meeting, they are usually corrected and approved with little or no controversy.  Is that the case with your minutes, or is your correction likely to be controversial?

 

Edited May 2, 2023 at 06:17 PM by Gary Novosielski

[SteveG]

My correction will be controversial.  The Annual meeting lasted 125 minutes. I was not a member of the board during the first 120 minutes (that these minutes document).  I only became a board member in the last 5 minutes of the meeting as the votes were tallied to elect me.  
1. Must I vote (yes, no, abstain)?

2. Can I state I was not on the board (the 120 minutes that these Minutes document), therefore cannot or should not vote on the Minutes.

I am trying to avoid a major controversy. 

[Joshua Katz]

On 5/2/2023 at 7:08 PM, SteveG said:

My correction will be controversial.  The Annual meeting lasted 125 minutes. I was not a member of the board during the first 120 minutes (that these minutes document).  I only became a board member in the last 5 minutes of the meeting as the votes were tallied to elect me.  

What matters is membership when the minutes are up for approval, which it appears you are. As was previously noted, though, that's only if the board has the power to approve these minutes. They're minutes of a membership meeting, so without a rule or action permitting it, they can only be approved by the membership.

On 5/2/2023 at 7:08 PM, SteveG said:

1. Must I vote (yes, no, abstain)?

 

As was previously noted, there should be no vote. If a vote is held, no one ever *must* vote. An abstention is a decision not to vote.

On 5/2/2023 at 7:08 PM, SteveG said:

2. Can I state I was not on the board (the 120 minutes that these Minutes document), therefore cannot or should not vote on the Minutes.

 

You can say what you like, but this isn't true.

[Richard Brown]

I agree with the responses by my colleagues but have a question:  I’m curious as to why you say you were a member of the board for only the last five minutes? What exactly do your bylaws say about when newly elected officers and board members take office?

Although RONR says that elections to office take place immediately upon election unless the bylaws provide otherwise, the bylaws of most homeowner associations do provide that officers and board members take office “upon adjournment of the annual meeting“ or at some future specified time.

[puzzling]

On 5/2/2023 at 1:09 PM, SteveG said:

For continuity purposes, I sat through our recent Annual Association Meeting (HOA). At the end of that meeting, HOA resident votes were tabulated and I was then elected to a three year term.  My three year term election was announced prior to the adjournment of the meeting.  Now the Minutes for the Annual Meeting are out.  Since I am now a member of the Board, am I allowed and/or required to vote for approval of those minutes? …. I have this issue because I disagree with a potion of the Minutes.

Thank you!!

The minutes need to be a list  of what is decided, not of you agree or disagreed with it, just a statement what has happened.

(for exact details see the section in RONR about it) 

 

[Gary Novosielski]

On 5/2/2023 at 8:08 PM, SteveG said:

My correction will be controversial.  The Annual meeting lasted 125 minutes. I was not a member of the board during the first 120 minutes (that these minutes document).  I only became a board member in the last 5 minutes of the meeting as the votes were tallied to elect me.  
1. Must I vote (yes, no, abstain)?

2. Can I state I was not on the board (the 120 minutes that these Minutes document), therefore cannot or should not vote on the Minutes.

I am trying to avoid a major controversy. 

I think you need to read my reply again.

Since there should be no vote taken on the approval of minutes, neither you nor anyone else must vote Yes or No. (Abstaining is not voting at all.)  And nobody ever must vote on anything.

You don't have to state anything.  If you do not want to offer a correction, then when corrections are called for, simply remain silent. 

I am trying to understand whether you want to correct the minutes or not, and what is the nature of the disagreement you have with what's in the draft minutes.

[Atul Kapur]

First, tha Annual Meeting is presumably a meeting of the members. So all members of the HOA get a chance to approve the minutes unless that has been delegated to the board or a committee. So, assuming you're a member of the HOA, I'm not certain why it would matter whether you were on the board or for how long.

[Josh Martin]

On 5/2/2023 at 7:09 AM, SteveG said:

Since I am now a member of the Board, am I allowed and/or required to vote for approval of those minutes?

As a member of the board, you have a right to vote on all matters to come before the board. However, no final vote should be taken on the approval of the minutes. Rather, after any corrections have been handled, the chair simply declares the minutes approved.

On 5/2/2023 at 7:09 AM, SteveG said:

I have this issue because I disagree with a potion of the Minutes.

What exactly do you mean by this?

The purpose of approving the minutes is to ensure they are an accurate and complete record of what happened. If you believe there is an error or omission in the minutes, then you should propose a correction, and vote in favor of that correction in the unusual event of disagreement. If you disagree with some action that was taken, that has nothing to do with the minutes.

On 5/2/2023 at 7:08 PM, SteveG said:

My correction will be controversial.

Why? As I have noted previously, the purpose of approving and correcting the minutes is simply to ensure they are an accurate and complete record of what happened. This should not be controversial. If it is, then something has gone horribly wrong. My guess is one or more of the following:

• The assembly is putting too much information in the minutes, and not sticking to the "what was done, not what was said" rule.
• The assembly is confused about the purpose of approving and correcting the minutes.
• The assembly is attempting to falsify the minutes.
• There is legitimate confusion about what happened, perhaps because of the assembly taking too long to approve the minutes, or failing to get motions in writing.

On 5/2/2023 at 7:08 PM, SteveG said:

1. Must I vote (yes, no, abstain)?

To abstain, by definition, is to refrain from voting. You are not required to vote - you can abstain. But you have to do one of those things.

On 5/2/2023 at 7:08 PM, SteveG said:

2. Can I state I was not on the board (the 120 minutes that these Minutes document), therefore cannot or should not vote on the Minutes.

Such a statement would be incorrect. You are a member of the board now, and therefore you have a right to participate in approval of the minutes. As previously noted, there should not be a final vote on the minutes.

On 5/2/2023 at 7:51 PM, Joshua Katz said:

They're minutes of a membership meeting, so without a rule or action permitting it, they can only be approved by the membership.

Perhaps the membership only meets annually and actually took the recommended action of authorizing the board to approve the minutes.

[Joshua Katz]

On 5/4/2023 at 10:00 AM, Josh Martin said:

Perhaps the membership only meets annually and actually took the recommended action of authorizing the board to approve the minutes.

Certainly, hence my hedging.