Executive sessions of the BOD in California

Started by MaxK1 • 6 replies • 1913 views

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MaxK1 (California)
Posts: 3

Posted:

The President of an HOA locally just appointed his wife as the Secretary of the BOD. Two questions: (1) is this ethical or a conflict of interest as she is a non-paid employee and (2) Is there now a piercing of the vail of privacy as she is a member and not an employee so that the members of the association are now privy to the minutes?

RichardP13 (California)
Posts: 1,767

Posted:

Mark,

Your topic says "Executive Sessions of the BOD" but your question does not mention the topic. Unless the Bylaws or CCR's specify, you can have more than one member from a household on the Board. Is it ethically, IMO, no. For example, our Association has 5 BOD, but for the past four months we have had only 3 BOD present at the monthly meeting. In your scenario, one house could control the whole Association, so no it's not ethical. It also depends on the size of your HOA and the number of BOD's. Our new Bylaws will disallow more than one individual from a unit running or becoming a Board Member. As far paid employees, all Board positions should be volunteer positions without compensation.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Apponted her as Secretary or someone to take the minutes?

Why the appointment for this officer position?

MaxK1 (California)
Posts: 3

Posted:

He appointed her as the woman who has been doing this, an employee, has gotten very busy. The reason being the GM was let go, which I think was a plan in place for quite a long time. The executive sessions hve to do with member actions and contracts and/or employee actions, none of which have ever in 40 years been disclosed to the membership.

I have to question the ethics of a wife, not being a BOD member recording what her husband, the president might say or maybe altering it to make him look good.

MaxK1 (California)
Posts: 3

Posted:

This is not an officer or BOD voting position, but I do question the ethics of a wife recording the minutes in executive meetings closed to the membership, having to do with personal matters and contracts, which have never in 40 years been disclosed to the membership. I also question that maybe she would have the minutes to show her husband in a better light than was actually said.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Max,

Frankly I see nothing wrong in the appointment of the Pres wife to the position of recording secretary -- an unpaid, non-board position. There is no conflict of interest in doing this. As for taking minutes during executive session, his wife will be bound by the confidentiality requirements just the same as the board members. And, your concerns that she will write the minutes in such a way to make her husband, the Pres, look good is definitely unfounded. The board approves the minutes and has the authority to correct any errors.

RichardP13 (California)
Posts: 1,767

Posted:

Mark,

It sounds like she was appointed as a Recording Secretary, one who takes minutes at Board Meetings, which is not uncommon for Associations. Secretary of the BOD is a elected/appointed position, or it could be a non-Director position (without voting power). If your governing docs allow for such a position to be filled in this manner, I still no problem. Remember, Executive Session minutes are not open to the membership, only minutes from the Board Meeting are.

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