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| Providing Community Association Insurance for over 25 years: D&O Liability, Crime Products, Umbrella Coverage and Property Manager's Errors & Omissions Liability. |
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DanielH1
(California)
Posts:350
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| 01/11/2010 11:19 AM |
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I am the Secretary of the HOA Board. The HOA has a Management Company, too.
At a Board Meeting, I and two Management Company representatives took notes. Usually, the Management Company drafts the minutes, I make my modifications and the draft minutes are presented at the next Board meeting for approval by the entire Board.
In this case, the Secretary (me) and the two Management Company representatives disagreed on a minor point. I said that an issue was tabled; they said that an issue was removed from the next agenda. For grins, neither side decided to give in.
The Management Company decided to ask the other attending Board Members what they remembered. The Secretary claimed that this was unnecessary and irrelevant; the Secretary's authority over the draft minutes is absolute. I claimed that neither the Board nor the Management Company could force me to change the draft minutes. The Board could only (A) refuse to approve the draft minutes and/or (B) remove me as Secretary and vote in a new Secretary who could change the draft minutes.
Turns out, the other Board Members couldn't remember what happened (and couldn't care less, either). The Management Company decided to present the Secretary's draft minutes to the Board for approval but to have on hand a Management Company version of the minutes in case that the Board failed to approve the Secretary's version. The Secretary claims that the Management Company had no standing to do this.
Is the Secretary's authority over the draft minutes absolute, regardless what anybody else says and any amount of evidence that he is wrong?
Is the Management Company allowed to present its own minutes for approval or does this interfere with the Secretary's authority?
All our documents are boiler-plate and don't address these issues except in general terms.
Like I said, dumb.  |
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MicheleD
(Kentucky)
Posts:4491
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| 01/11/2010 11:46 AM |
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Well, first of all, the MC works for you, not the other way around.
So they can bring all the documents they like to a board meeting, but the board is under no obligation to pay any attention to those documents. The board certainly doesn't have an obligation to "accept" or "approve" a MC version of the minutes.
I'm not quite sure what your problem is, though.
In our HOA, the draft minutes are reviewed by the board members and then, if there are any changes or edits, a motion is made for each edit.
If a motion passes, the minutes are adopted with the approved changes.
If the motion fails, the minutes are adopted/approved without any changes.
Oh, and the MC representative should not be able to make a motion during the meeting.
It would be my understanding that they are there for reference only and not an active part of the board.
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RogerB
(Colorado)
Posts:4351
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| 01/11/2010 1:00 PM |
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| Daniel, the job of taking minutes is yours as Secretary unless the MC has been delegated the job. You said the MC drafts the minutes and you make modifications to their draft. Therefore, unless the MC Agreement also states it is the job of the MC to present the minutes to the entire Board, as Secretary you can chose to advise the MC that you will present the minutes to the Board for approval. Then you can do so in the manner that you chose. |
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Roger Borcherding
Official HOATalk.com Sponsor
DARCO Property Management (Colorado)
(303) 925-0150 
*See legal notice below (end of page) or go to www.hoatalk.com/legal |
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TimB4
(Virginia)
Posts:530
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| 01/11/2010 1:15 PM |
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Posted By DanielH1 on 01/11/2010 11:19 AM The Secretary claimed that this was unnecessary and irrelevant; the Secretary's authority over the draft minutes is absolute. I claimed that neither the Board nor the Management Company could force me to change the draft minutes. The Board could only (A) refuse to approve the draft minutes and/or (B) remove me as Secretary and vote in a new Secretary who could change the draft minutes. 
Daniel,
I disagree on the above statement. The board has three choices:
accept as written
disapprove as written
amend and accept as amended
I have never heard of a board refuse to approve either the draft as written or as amended. Although you are probably technically correct in the fact that, since the Secretary is responsible for recording the minutes of meetings, the secretary could stand their ground and refuse to amend what they wrote, I would also have concerns over someone who would not let there draft be amended. If there is disagreement in the amendment then that could be shown in the minutes:
Item tabled is amended to Item dismissed by a vote of the board: 3 yea 2 nay.
Tim
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MaryA1
(Arizona)
Posts:6875
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| 01/11/2010 1:32 PM |
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Daniel,
As Secretary you should be responsible for taking the minutes; however, if the BOD has an agreement with the Mgmt Co for their manager to take the minutes then you no longer have that resp. Which is it? If it's your resp then I would just let the mgr know that there is no need for her/him to take minutes. As for making corrections to the minutes that should be done at the board meeting. After reading the minutes, or dispensing with the reading, the Pres should ask if there are any additions or corrections. If so they are made then the Pres calls for approval as amended of the minutes. Since the corrections have been stated, and perhaps discussed, I can see no reason why the minutes would not be approved as amended.
In answer to your last two questions: it all depends upon who is designated to take the minutes. Our BOD has a professional recorder take the minutes. |
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SusanW1
(Michigan)
Posts:3619
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| 01/11/2010 2:21 PM |
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As secretary, you are responsible for providing minutes of the meeting for approval by the board. (You can even hire the job out, with board approval)
YOUR draft version should be the one submitted for approval.
Get the Mc out of the loop as far as taking/submitting minutes is concerned. If there are discrepanies in the accuracy of the minutes, then it can be hashed out at the approval of the minutes time.
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DanielH1
(California)
Posts:350
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| 01/11/2010 3:03 PM |
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Like I said, this dispute is for grins, not for serious.
The Management Company works for the Board, not for me. So, I cannot personally discipline the Management Company.
The Board probably doesn't know and won't care so they have no dog in this fight.
Can a contract with a Management Company or professional minute taker supercede authority granted to the Secretary in the Bylaws? I would think not. |
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RogerB
(Colorado)
Posts:4351
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| 01/11/2010 4:00 PM |
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Daniel states "Can a contract with a Management Company or professional minute taker supercede authority granted to the Secretary in the Bylaws? I would think not."
The answer is yes when the By-laws and the Management Agreement provide for it. Following are examples.
From By-Laws:
"9.7 Duties.
The duties of the officers, which are delegable to other persons or the managing agent, are as follows:"
From our Management Agreements:
"The Managing Agent will provide a notice of meeting, meeting agenda, proxy form, sign-in registry, Board of Director packets, and take minutes when requested. When minutes are taken a draft of the minutes will be emailed within two days to those Board members with an email address." |
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Roger Borcherding
Official HOATalk.com Sponsor
DARCO Property Management (Colorado)
(303) 925-0150
*See legal notice below (end of page) or go to www.hoatalk.com/legal |
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MaryA1
(Arizona)
Posts:6875
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| 01/12/2010 7:59 AM |
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Daniel,
I agree with Roger. Do your bylaws give the BOD the authority to appoint other agents to do whatever the BOD wishes? Many do. But, if the BOD prefers to have the mgr take the minutes no matter what the job description of the Sec is in the bylaws, the BOD's preference would supercede. Frankly, you should be happy; it's less work for you.
As a board member you have the right to make any corrections to the mgr's minutes at the board meeting where they are being approved, so what difference does it make who took the minutes???? Of course the board must vote to approve those minutes as corrected. The mgr can voice his opinion but he doesn't vote on the approval.
But, as the sec. you really need to have the BOD make that distinction -- are you or the manager resp for taking the minutes?
Don't make a mountain out of a molehill over this issue and I hope you're just not embarking on a power-play with the mgr. as that may just cause you even more problems down the road. |
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DanielH1
(California)
Posts:350
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| 01/12/2010 9:00 AM |
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| The Bylaws have nothing on point. |
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RogerB
(Colorado)
Posts:4351
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| 01/12/2010 9:11 AM |
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| Daniel, if you are in doubt as to who is assigned to take the minutes then have the Board clarify this at the beginning of the next Board meeting. Based on your comment that the MC took the minutes and sent them to you it seems to me that the MC is taking the minutes. You and the other Board members can make corrections prior to approval by the Board and if you do not like the minutes being reported by the MC, you can request the Board give this job back to the Secretary. |
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Roger Borcherding
Official HOATalk.com Sponsor
DARCO Property Management (Colorado)
(303) 925-0150
*See legal notice below (end of page) or go to www.hoatalk.com/legal |
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DanielH1
(California)
Posts:350
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| 01/12/2010 9:21 AM |
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| So, Roger, you are saying that a contract trumps the Bylaws? Correct? |
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RogerB
(Colorado)
Posts:4351
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| 01/12/2010 11:50 AM |
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Posted By DanielH1 on 01/12/2010 9:21 AM
So, Roger, you are saying that a contract trumps the Bylaws? Correct?
No, I am saying as Secretary, if you want to take minutes you have that right.
Meanwhile, the Board may delegate duties assigned to officers so long as the officer agrees. When the Board enters into a management agreement it can provide for the MC to take minutes. Our Company is usually requested to take minutes as well as do the job of the Treasurer, sometimes chair meetings, act as parlimentarian, set up meetings, and provide guidance in conduct of meetings. Most of the time we have found that officers are not aware of state requirements which are not in their By-laws. That is one reason it is prudent to hire a competent managing agent.
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Roger Borcherding
Official HOATalk.com Sponsor
DARCO Property Management (Colorado)
(303) 925-0150
*See legal notice below (end of page) or go to www.hoatalk.com/legal |
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EllenS1
(Florida)
Posts:1148
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| 01/13/2010 5:57 AM |
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| This makes a good argument for taping the board meetings. |
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MaryA1
(Arizona)
Posts:6875
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| 01/13/2010 2:59 PM |
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Posted By DanielH1 on 01/12/2010 9:00 AM
The Bylaws have nothing on point.
Daniel,
Please explain your remark. |
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DanielH1
(California)
Posts:350
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| 03/16/2010 10:53 AM |
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The Management Company relented and presented my (the Secretary's) version of the minutes.
The Board approved that version and the issue was addressed according to my (the Secretary's) version. |
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| You are not authorized to post a reply. |
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