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BarbaraB10 (California)
Posts: 117
Posted:


The meeting notice and agenda are posted 4 days prior to the regular board meeting.

I have frequently noticed:

1 - Additions are written in by a board member during the 4 day posting notice (no reference is made to time/date or by whom)

2 - Additions were not made on the original agenda but amended copies are provided for residents upon arrival for the meeting.

Are there exceptions or must the original agenda remain unaltered once posted?

Thanks in advance.

SusanW1 (Michigan)
Posts: 5,202
Posted:
There should be a place for adding items under "New business",otherwise no new business would ever be considered.

Any "unfinished business" topics should be listed, too. This is one duty of the secretary (IMHO) to track the loose discussions or issues to a final resolution (motion or not) They should be listed in the agenda.

It all gets sticky when it comes to the "Notice" requirement for an HOA. Bringing up the subject as "new business", then setting a future date for the actual discussion/vote is appropriate.

RogerB (Colorado)
Posts: 5,067
Posted:
Barbara, other new business may present itself after the agenda is published and distributed. One way to solve this dilema is to add as the last line item under new business - "other new business". This allows the Board members to handle items which can not reasonably be delayed until the next Board meeting.
RichardP13 (California)
Posts: 1,767
Posted:
Please refer to California Civil Code 1363.05(i)(4) for guidance.
BarbaraB10 (California)
Posts: 117
Posted:
I understand owners' complaints but I know now that the board is within guidelines.

For the ones who grumble, they can be encouraged to attend meetings instead of relying on the posted agenda notice as a final notice of business to be conducted in the meeting.

Thank you all for the replies.

BarbaraB10 (California)
Posts: 117
Posted:

I asked for a copy of the 'special meeting' minutes held in early Feb 2011. I received the copy but no agenda was provided. I never saw the meeting agenda/notice posted but that does not mean it was not provided. [In the Jan BOD meeting owners forum, I spoke in the owners forum pertaining to 2010 meeting minutes records, indicated what was requested and what was provided were not acceptable when an owner requests these association records. I spoke of the civil code provisions & requirement and provided them in email correspondence with one director.]

It is 2 months later and the procedure for record keeping has not improved. The BOD seems to have failed to comply, contrary to the law, and this is evident in my copy. The special meeting agenda was not even in the archive book.

Civil Code §1365.2. Inspection of Books and Records,(a)(1)H)- Agendas and minutes of meetings of the members, the board of directors and any committees appointed by the board of directors pursuant to Section 7212 of the Corporations Code; excluding, however, agendas, minutes, and other information from executive sessions of the board of directors as described in Section 1363.05.
http://www.davis-stirling.com/MainMenu/Statutes/CivilCode13652/tabid/894/Default.aspx

As a side note pertaining to my original post, during the Feb regular BOD meeting, the special meeting minutes were approved but were not placed on the Feb agenda or written in. I'm uncertain as to whether to attempt or refrain on this subject at the next meeting owner forum.

Meeting Agenda Required
Starting January 1, 2008, board meeting agendas (see sample agenda) must be posted along with the notice of meeting (see sample notice). Civil Code §1363.05. With the following exceptions, boards are not allowed to discuss or take action on any item not on the agenda.

•Meeting attendees may address the board.

•Board members and their agents (including managers) may briefly respond to statements or questions from association members, ask clarifying questions, make brief announcements, or make brief reports on their own activities.

•Boards may refer certain informational matters and administrative tasks to its managers, agents and staff--even if these items were not listed on the agenda.

•Any subject may be discussed and acted upon if there is an emergency, if immediate action is needed on a matter which arose after the agenda was distributed, or if the item was on a recent agenda and was continued to the current meeting.
These requirements do not apply to executive sessions.
http://www.davis-stirling.com/MainIndex/MeetingAgendaRequired/tabid/1270/Default.aspx

Open Meeting Act
http://www.davis-stirling.com/MainIndex/Statutes/CivilCode136305/tabid/879/Default.aspx

Any advice or suggestions would be appreciated.

Thanks.



SusanW1 (Michigan)
Posts: 5,202
Posted:
A Special Meeting does not have an agenda - the meeting's purpose should be stated in the notice.

TimB4 (Tennessee)
Posts: 21,061
Posted:
@ Susan -
TimB4 (Tennessee)
Posts: 21,061
Posted:
OK, let me try again.

@ Susan - Special meetings should have an agenda as it's still a meeting of the membership. For my Association we still need to show proof of notice, verify a quorum, etc. in the meeting process. The agenda makes sure the presiding officer doesn't miss over any steps. Granted, the business section would only have one or two items in it but you still need to cover the details.

@ Barbara - IMO, minutes of the Board are approved by the Board. Minutes of the membership are approved by the membership. Any minutes from a special meeting of the membership would be approved by the membership at the following annual meeting (along with approving the previous annual meetings minutes).

@ Barbara - Unfortunately, not including the agenda as part of the minutes is typical. My Association never kept them until I joined the Board. It's highly probable that when I leave the Board, they will not be included anymore. It's more important that the minutes are accurate on what took place at the meeting. Reviewing my own State documents, Roberts Rules Online and Davis Sterling, I saw no requirement that the agenda be part of the minutes.

The following info may be helpful:

From Fairfax County (VA) Community Association Manual:

Too often, meeting minutes become lengthy with the intent of being thorough and correct. The purpose of a meeting is to conduct the business of the association; and the minutes should record what was done or decided, and not what was said or by whom. The minutes should never reflect upon the character, emotion, or personality of any person, or give the secretary’s opinion, favorable or otherwise, on anything said or done in the meeting. For important motions, however, the name of the mover should be recorded along with the exact final wording, including amendments, upon which the subsequent vote is taken. The recording secretary should be familiar with “Minutes and Reports of Officers” of Robert’s Rules of Order Newly Revised, 10th Rev. edition (November 14, 2000). Meeting minutes, including motions, amendments and votes should be signed and dated by the president or secretary once they have been approved, and should be kept in a binder, file or “book of minutes” for later reference. It may also be helpful to file copies of meeting notices, financial statements, committee reports, and other documents along with the minutes, making them part of the association’s official records. Complete minutes can be valuable to an association should it need to document or defend its actions.

Roberts Rules online - Minutes

From the davis-sterling web site:

What to Include. As a rule, minutes should record what was done at a meeting, not what was said. (Robert's Rules, 10th ed., p. 451). Even so, the motion should include the rationale for the board's action. Following is a list of essential information that should be found in every set of minutes:

1. Name of the association.
2. Type of meeting (regular, special, emergency, executive session).
3. Date, time and location of meeting.
4. Directors who were present and who was absent, along with their titles (President, Treasurer, etc.). The minutes should also list guests who were invited to speak to the board, such as the association's CPA, contractors bidding on projects, the association's attorney, etc. Members who attended the board meeting should not be listed.
5. Officer and committee reports, if any.
6. Motions and how directors voted. Also include any actions taken between meetings by unanimous written consent.
7. General description of matters discussed in executive session.
8. Date of the next meeting.
9. Time the meeting was adjourned.

Attachments to Minutes. Contract proposals reviewed by the board are generally not attached to the minutes. The underlying documents that support the board's decision are kept in the board packet which is kept on file in the management office. Documents may be attached to and made part of the minutes but only with board approval. Individual directors do not have the right to attach documents to the minutes without first obtaining board approval.

Read more: Meeting Minutes http://www.davis-stirling.com/MainMenu/MainIndex/MeetingMinutes/tabid/1565/Default.aspx#ixzz1GEdH0xb2

from Davis-Stirling.com by Adams Kessler PLC

SusanW1 (Michigan)
Posts: 5,202
Posted:
Tim - good points.

The reason why I said that a Special Meeting does not have an agenda is because the reason for the meeting IS the agenda. That, and only that, can be discussed. It is printed in the calling (Notice) of the meeting.

All the other things (attendance, verifying quorum, etc) are parliamentary procedures to be followed and apply to ANY meeting.

CarolR11 (Colorado)
Posts: 2,563
Posted:
Per your 3/10, 5:42pm post, you've learned that in Cali your board may NOT add items to the regular meeting of the board within the 72 hours except under the circumstances you included. So, based on your 1st post, your board hasn't been acting in accordance with the Open Meeting Act. They either are poorly organized--can't get their act together in time to post the complete agenda, OR they are trying to slip items past the members by adding them at the last minute. They may NOT kinda fill in a blank called "Other New Business," to get around the law.

I'm curious about the "Special Meeting" topic. In our state and perhaps elsewhere, there are Special Meetings of the Board and there are Special Meetings of Members. Re the latter: 5% of units/lots may petition for a sp. mtng. of members on a particular topic, or they may be called by the board. The posted-notice requirements are no more than 90 days and no fewer than 10 days. The Regular Meeting of Members is the Annual Meeting held for the election of directors with perhaps additional ballot items.

Special Meetings of the Board, 4-day notice required, are held between regular meetings usually about matters that cannot feasibly wait till the next regular meeting, but that are not emergencies.

The minutes of a special meeting of the board (as with emergency meetings) are approved at the next regular meeting of the board and must be listed on that agenda.

So . . . which kind of "special meeting" was held??

You should be able to get copies of all agendas (except Ex. Sess.) from your mgmt. co., if you have one.

As someone else posted, sterling-davis.com is a wonderful source and includes an excellent Index. Just scroll to board meetings or membership meetings, etc.

Otherwise, you'll find all info in Calif. Corporations Code 7210, etc., and 7510. Check your Bylaws first.
BarbaraB10 (California)
Posts: 117
Posted:
Thank you Susan, Tim & Carol

I 'presume' that the special meeting was an open meeting conducted by the BOD (per the agenda/notice). However, how can this be confirmed without a copy of the agenda notice? (rolling my eyes now) The minutes that were approved indicated that all board members were present (achieved the quorum) and that there was discussion and proposals made for amendments/corrections to the operating rules for the common area. The changes will be posted in the next newsletter and I suppose they'll vote on it this month (lol, if * it's * on * the * agenda!).

Don't even get me started on the contents of the last 3 months of meeting minutes - it's a he said/she said drama report, completely contrary to Roberts Rules of Order guidelines for meeting minutes. In fact, there are things posted in the minutes that were *never uttered* during the meetings. Adding content & editorial comments in the minutes to justify reasons the bod did not adhere to policy per our bylaws is very disturbing to me. There is too much to report but I can tell you there is a definite pattern of winging it, straying from the guidelines and guidance of RR of O and our own by-laws for the last 3 years. New board members have been elected so there is hope, although not as much.

We are self managed & all volunteer - no management co. Records that have not been archived in the book do not exist - they're history unless it exists on a hard drive, etc. I cannot believe the board is acting in good faith when all they have to do is read the Condo Bluebook or even go to the attorney's website to view the laws.

I'd like to say that all the friction, diversions from protocol & proper procedures, lack of disclosures, lack of accurate record keeping, ad nauseum, propelled me to be a candidate for last year's election. I did not win and am grateful that I did what I could to change what I could. This forum has led me to research, ask questions and investigate with an open-mind. I have become very familiar with the Ca codes. I appreciate the honest opinions given as well as direction & suggestions.

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