§ 48 - Minutes & Reports

[Tina R]

In a recent HOA Annual Meeting conducted via virtual web, the president decided to mention the conduct of a "challenging" member - how the member has continuously impeded the board from conducting its functions and has caused an increase in legal/service fees for the Association. Because the meeting was via web - the Board disabled the assembled members mics so a member could not bring a motion to object a consideration or point of order.  The Board adjourned the meeting to have an "open discussion".  During the open discussion, the Board admitted that this member was fined and the board placed a lien on the account without proper due diligence (no notice or hearing) but then discovered that the Board had misinterpreted the Bylaws so the lien was removed from the member's account.

The minutes of that annual meeting only states that "Legal fees incurred by the HOA were contextualized."  It does not record the true scenario/discussion of the subject matter that was brought forth, per 48:4.   There was also a motion for the Board to conduct the annual voting of Board members - again, the Board omitted the motion from the minutes.

Our Bylaws state, "Conduct of Meetings:  The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions adopted such meetings, as well as record of all transactions occurring at meetings."

 

Q:  Given the Bylaws and § 48 - Minutes & Reports, and the fact that the Board brought up the matter in its President Report session, is the secretary required to record these subject matters that were omitted?

[Josh Martin]

On 3/22/2024 at 10:46 AM, Tina R said:

The minutes of that annual meeting only states that "Legal fees incurred by the HOA were contextualized."  It does not record the true scenario/discussion of the subject matter that was brought forth, per 48:4.   There was also a motion for the Board to conduct the annual voting of Board members - again, the Board omitted the motion from the minutes.

Our Bylaws state, "Conduct of Meetings:  The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions adopted such meetings, as well as record of all transactions occurring at meetings."

Q:  Given the Bylaws and § 48 - Minutes & Reports, and the fact that the Board brought up the matter in its President Report session, is the secretary required to record these subject matters that were omitted?

The lack of the discussion is not a problem. The minutes are a record of what was done at the meeting, not what was said at the meeting. Additionally, as I understand the facts, some of the discussion took place after the meeting adjourned, so that certainly shouldn't be in the minutes. The minutes should not contain what was said at the meeting, let alone what was said after the meeting was over.

So rather than adding additional information on this matter, on the contrary, I think there should be even less information, and the sentence "Legal fees incurred by the HOA were contextualized" should be struck from the minutes.

"In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members." RONR (12th ed.) 48:2

The lack of the motion is potentially a problem. I'm somewhat unclear on the context of the "motion for the Board to conduct the annual voting of Board members." This should potentially be added to the minutes, depending on the context in which the motion arose. All main motions and Points of Order are included in the minutes, and secondary motions are recorded in the minutes in some circumstances.

"The body of the minutes should contain a separate paragraph for each subject matter, and should show:
6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn—stating:
a) the wording in which each motion was adopted or otherwise disposed of (with the facts as to whether the motion may have been debated or amended before disposition being mentioned only parenthetically); and
b) the disposition of the motion, including—if it was temporarily disposed of (9:7–11, 38:8)—any primary and secondary amendments and all adhering secondary motions that were then pending;
7) secondary motions that were not lost or withdrawn, in cases where it is necessary to record them for completeness or clarity—for example, motions to Recess or to Fix the Time to Which to Adjourn (among the privileged motions), or motions to Suspend the Rules or grant a Request to Be Excused from a Duty (among the incidental motions), generally only alluding to the adoption of such motions, however, as “… the matter having been advanced in the agenda on motion of…” or “… a ballot vote having been ordered, the tellers…”; ...
10) all points of order and appeals, whether sustained or lost, together with the reasons given by the chair for his or her ruling;" RONR (12th ed.) 48:4

Edited March 22, 2024 at 03:55 PM by Josh Martin

[Tina R]

Thanks @Josh Martin. to clarify, the motion was for the Board to conduct the annual Board election (voting of Board members) - which they said that they instructed members to submit his/her interest in being a Board member.

 

The issue is that the Board is not properly conducting the meetings using Robert's Rule protocol.  They will only do the motion to start the meeting then second and motion to adjourn the meeting then second.  They do not allow the members to motion a discussion during the session.  Members would put in a motion for the floor/discussion in the chat box.  But they only allowed the members to speak after it has already adjourned the meeting.

 

If a motion was brought forth in the chat box while the meeting was in progress but the Board only allowed the discussion after it adjourned the meeting - does the 48:4:6 apply?

On 3/22/2024 at 11:54 AM, Josh Martin said:

"The body of the minutes should contain a separate paragraph for each subject matter, and should show:
6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn—stating:

 

[Josh Martin]

On 3/22/2024 at 11:19 AM, Tina R said:

Thanks @Josh Martin. to clarify, the motion was for the Board to conduct the annual Board election (voting of Board members) - which they said that they instructed members to submit his/her interest in being a Board member.

Yes, I understand that part.

But in what context, exactly, was this motion made? Was it proposed an amendment to the agenda? Was it proposed as a main motion during New Business?

On 3/22/2024 at 11:19 AM, Tina R said:

The issue is that the Board is not properly conducting the meetings using Robert's Rule protocol.  They will only do the motion to start the meeting then second and motion to adjourn the meeting then second.  They do not allow the members to motion a discussion during the session.  Members would put in a motion for the floor/discussion in the chat box.  But they only allowed the members to speak after it has already adjourned the meeting.

That's unfortunate the meeting was conducted in that matter, and makes absolutely no sense, because the assembly will be unable to act on any motions after the meeting has adjourned.

Nonetheless, the fact remains that anything which occurs after the meeting isn't part of the meeting.

On 3/22/2024 at 11:19 AM, Tina R said:

If a motion was brought forth in the chat box while the meeting was in progress but the Board only allowed the discussion after it adjourned the meeting - does the 48:4:6 apply?

It's an interesting question, and I suppose depends on whether, under the organization's rules, a motion typed into the chat box is determined to be a motion which was properly moved. If so, it should be in the minutes. If not, it should not be.

To the extent the motion should be recorded in the minutes, I suppose it would be recorded like this:

"[Name of member] moved that the board conduct the annual board election. The chair ignored the motion and took no action on it."

This is, of course, not what should have happened - the chair should have either stated the question on the motion or ruled it out of order, subject to appeal. But the minutes are a record of what actually happened, whether or not what happened was proper.

[Tina R]

Nothing is proper about this Board . . .

 

[Richard Brown]

On 3/22/2024 at 12:14 PM, Tina R said:

Nothing is proper about this Board . . .

 

Based on what you have told us so far, I have to agree.  I am at a loss as to how exactly to respond to your original and follow up posts.  I commend Mr. Martin for trying to make sense of it and giving you some guidance.  I concur with his comments.

[Tina R]

Thank you both.

[Joshua Katz]

Well, based on the above, I too agree that the Board acts improperly. But boards do that when the general membership lets them. Why is the Board conducting the annual meeting at all? Other than the chair of the board presiding, the board is not even present as such at annual meetings, let alone running them. The members need to take back the organization from this run-away board.