HOA Secretary refuses to send out Minutes to the Board

[Guest CynthiaO]

How to handle the situation when a HOA Secretary refuses to send Board meeting minutes out to the Board for review?  What rights as President do I have?  

[Dan Honemann]

On 5/1/2024 at 11:31 AM, Guest CynthiaO said:

How to handle the situation when a HOA Secretary refuses to send Board meeting minutes out to the Board for review?  What rights as President do I have?  

None, I suppose.  As far as RONR is concerned, the only duty of the secretary is to produce a draft of the minutes for approval at the next meeting.

[Josh Martin]

On 5/1/2024 at 10:31 AM, Guest CynthiaO said:

How to handle the situation when a HOA Secretary refuses to send Board meeting minutes out to the Board for review?

Do your organization's rules, or some motion adopted by the board, require the Secretary to do this?

If not, I would imagine the first step for this is to adopt such rules, if that is what the organization wants. The Secretary is free to wait until the next board meeting to present the minutes for review, so far as RONR is concerned.

On 5/1/2024 at 10:31 AM, Guest CynthiaO said:

What rights as President do I have?  

None (or at least, no more rights than any other board member). As President, you have no authority as an individual to issue orders to other officers, unless your organization's rules so provide.

Any action in this matter will quite likely need to be taken by the board as a whole, not by the President acting alone.

[Richard Brown]

Agreeing with my colleagues, I will add that you may ASK the secretary to produce a draft of the minutes for you or the board prior to the meeting, but the secretary has no obligation to oblige. 

Have you asked the secretary if it might be possible to provide you or the board with a draft of the minutes in advance of the meeting for you to use in preparing for the upcoming meeting?  If not, why not?  If so, what has the response been?

 

[Guest Reply]

On 5/1/2024 at 4:02 PM, Richard Brown said:

Agreeing with my colleagues, I will add that you may ASK the secretary to produce a draft of the minutes for you or the board prior to the meeting, but the secretary has no obligation to oblige. 

Have you asked the secretary if it might be possible to provide you or the board with a draft of the minutes in advance of the meeting for you to use in preparing for the upcoming meeting?  If not, why not?  If so, what has the response been?

 

Yes, I have asked the secretary to provide the board with a draft of the minutes in advance of the next meeting.  His response was that I do not have the authority to request this action from him and that he is not my secretary.  I am the first elected female president of this HOA and the secretary is not happy with the situation and has made quite a stir - including arguing with me in public, via email, resigning from his committee assignments - all on my 3rd day of being president.  

I posted this question to you here to see what other avenues I may have to elicit a draft copy of the meeting minutes before the next meeting.  I see that RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board, and that we may have to adopt rules to handle this situation.

I do appreciate your responses.

 

[Weldon Merritt]

On 5/3/2024 at 9:42 AM, Guest Reply said:

Yes, I have asked the secretary to provide the board with a draft of the minutes in advance of the next meeting.  His response was that I do not have the authority to request this action from him and that he is not my secretary.

That may not have been the most dilomatic way to put it, but the secretary is essentially correct. 

On 5/3/2024 at 9:42 AM, Guest Reply said:

 I see that RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board, and that we may have to adopt rules to handle this situation.

I am not convinced that refusing to provide advance copies of the minutes is "obstruct[img] the business of the Board," when the secretary has no such obligation. Has he done anything else that has that effect? 

[Josh Martin]

On 5/3/2024 at 9:42 AM, Guest Reply said:

 His response was that I do not have the authority to request this action from him and that he is not my secretary.

His response is correct. You do not have the authority, as an individual, to order the Secretary to send the minutes to members in advance of the meeting. He is also correct that he is not your Secretary, he is the secretary of the association (and of the board). (Although to be clear, I am not sure you were intending to suggest that he was your secretary.)

The board may, if it wishes, order the Secretary to send the minutes to members in advance of the meeting, but you do not have the authority to do so as an individual.

On 5/3/2024 at 9:42 AM, Guest Reply said:

I am the first elected female president of this HOA and the secretary is not happy with the situation and has made quite a stir - including arguing with me in public, via email, resigning from his committee assignments - all on my 3rd day of being president.  

Well, this is all very unfortunate and certainly at least some of it seems inappropriate (and somewhat childish), but notwithstanding this, the fact remains that the Secretary is correct that the President has no authority to order the Secretary to submit the minutes to the board members in advance of board meetings. Only the board has that authority.

On 5/3/2024 at 9:42 AM, Guest Reply said:

I posted this question to you here to see what other avenues I may have to elicit a draft copy of the meeting minutes before the next meeting.  I see that RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board, and that we may have to adopt rules to handle this situation.

While I agree that "RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board,"* I would respectfully disagree with the characterization of the Secretary's response to this particular request as obstructing the business of the board. I must reiterate again that no rule in RONR requires the Secretary to send a copy of the draft minutes to members in advance of meetings. This is the practice in some boards, and certainly the board may adopt such rules if it chooses to do so. But in the absence of such rules, I would not characterize the Secretary's decision to wait to submit the draft minutes to the board members until the next regular board meeting as obstructing the business of the board.

Now, if the board does adopt a motion requiring the Secretary to submit the draft minutes in advance and the Secretary still refuses to do so, then I think that could reasonably be described as obstructing the business of the board.

(Based upon the general description of the Secretary's behavior, it may well be that the Secretary is obstructing the business of the board in other areas, but that is a separate matter.)

* Or more specifically, I would say that RONR anticipates such obstruction to be the exception rather than the rule. To the extent that the Secretary does obstruct the business of the board, RONR discusses responses to such behavior in RONR (12th ed.) Ch. XX, although it may well be that your organization's bylaws have their own rules on that subject. In any event, those matters would be addressed by the board (or possibly even by the full association), not by the President as an individual.

Edited May 3, 2024 at 03:23 PM by Josh Martin

[Richard Brown]

Guest Cynthia, I agree with my colleagues. I will suggest that until this matter is resolved, it would be in your best interest to make notes yourself during the meetings or to ask a friendly board member to do so on your behalf. Also, it should not normally be necessary to have the minutes of the previous meeting in order to prepare for the next meeting. Why is it that it is so important to have these minutes in advance?