Approval of Meeting Minutes based on meeting type?

[acc]

Hi,

My HOA makes a distinction between Meetings of the Members and Meetings of the Board. When reviewing and approving minutes at the beginning, it seems appropriate to do so based on type, for example, a Meeting of the Members should review minutes of the previous Meeting of the Members, and likewise for Meetings of the Board.

Is this a common, acceptable, or recommended practice? Are there any examples, texts, or experts that can be pointed to that do so?

[Rob Elsman]

If the General Membership Assembly regularly meets less often than the quarterly time interval, that assembly should make provision for a committee with power to approve the minutes, rather than letting them lie around unapproved until memory of the meeting fades.  Having the executive board approve them is acceptable, I suppose; but, having the board approve the minutes of the General Membership Assembly will tend to blur the distinction between the two assemblies, so I would opine that this arrangement is less than optimal.

[Joshua Katz]

Agreeing with Mr. Elsman, it remains true that, as an initial matter, yes, membership meetings approve the minutes of membership meetings, and board meetings approve the minutes of board meetings. Distinguishing these two sorts of meetings is not a quirk of your HOA; it is a necessary consequence of them being two separate assemblies, with different membreship. Each approving its own minutes is not only commom and acceptable, and not only recommended, it is necessary, as an initial matter. Once we know that, it is true that the membership, as a body, may well, and often should, appoint a minutes approval committee, which might be the board, but as a matter of delegation.

[acc]

Rob and Joshua,

Thank you for your responses. This particular HOA of which I am president consists of only 18 members so I do not think such an Executive Committee is in our future, as even the 3-member board that exists right now consists of the only 3 members of the entire HOA that volunteered and were elected. I won't rule it out entirely, but with things the way they are now, I do not see it happening.

Is there anything that either of you can point to that I might use as a reference regarding this prescription? i am currently involved in an argument as to whether it's a common, acceptable, or recommended (or necessary) practice or not.

[Joshua Katz]

On 3/5/2024 at 8:52 PM, acc said:

This particular HOA of which I am president consists of only 18 members so I do not think such an Executive Committee is in our future, as even the 3-member board that exists right now consists of the only 3 members of the entire HOA that volunteered and were elected.

Something in our responses must have been unclear, as neither of us referenced an Executive Committee. Can you help us out by saying how you got there? 

I struggle with a reference given the basic nature, but you might point out that RONR consistently, throughout the book, references the differences between the two sorts of meetings. It has different rules for small boards which never apply in a general assembly. Discipline and bylaw amendment, if the rules in RONR apply, can only be done by membership meetings. It speaks of the board as, in the sort of organization it envisions, subservient to the assembly, which is nonsense if they're the same thing. But I guess I'd ask it the other way: why on Earth would anyone think that, without a delegation of some sort, one body should approve a different body's minutes? Why is that the starting point, and you in need of authority for the opposite? Should my organization approve your organization's minutes while they're at it?

[Shmuel Gerber]

On 3/5/2024 at 8:51 PM, Rob Elsman said:

Having the executive board approve them is acceptable, I suppose

No need to suppose:

48:12 "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."

[Rob Elsman]

On 3/5/2024 at 7:51 PM, Rob Elsman said:

Having the executive board...

I said "executive board", not "executive committee".  An "executive committee" is the board of a board.  When I am speaking of a committee empowered to approve the minutes of the General Membership Assembly, I am speaking of a special committee of the General Membership Assembly that will go out of business, so to speak, once the minutes have been approved.

[Josh Martin]

On 3/5/2024 at 7:35 PM, acc said:

When reviewing and approving minutes at the beginning, it seems appropriate to do so based on type, for example, a Meeting of the Members should review minutes of the previous Meeting of the Members, and likewise for Meetings of the Board.

This is generally correct, however, I concur with my colleagues that if the membership meets infrequently (less often than quarterly), the membership should authorize the board or a committee to review and approve the minutes. Because it's hard to remember what happened a year ago.

[Joshua Katz]

On 3/6/2024 at 7:14 PM, acc said:

They were very insistent on the 3 specific members of the committee and claimed that they didn't recall the attorney's suggestion to make it open to participation. Myself and at least 1 member in attendance did recall her statement and I don't know for certain but I have strong suspicions that the Director that was (yes, was, who has already passed the responsibility to the Treasurer) on the committee (Secretary of the HOA) also recalled it being stated. I would ask him, but I have chosen instead to ask the attorney instead.

 

It seems unlikely to me that an attorney's suggestion would belong in the minutes, but that's a separate issue. Nonetheless, the assembly that owns the minutes can sort out what belongs in them.

Edited March 7, 2024 at 02:19 AM by Joshua Katz

[acc]

On 3/6/2024 at 6:18 PM, Joshua Katz said:

It seems unlikely to me that an attorney's suggestion would belong in the minutes, but that's a separate issue.

That's an interesting point. Why do you say that?

[Joshua Katz]

Because it is not something done at the meeting. That is, not an action the meeting decided to take.

[acc]

On 3/6/2024 at 6:37 PM, Joshua Katz said:

Because it is not something done at the meeting. That is, not an action the meeting decided to take.

It's relevant though. The motion to form the committee was a fiasco and the attorney took the reins.

[Atul Kapur]

On 3/6/2024 at 6:41 PM, acc said:

It's relevant though. The motion to form the committee was a fiasco and the attorney took the reins.

The minutes record what was done (the sausage), not all the details about the steps that it took (how the sausage was made), and particularly not what was said.