HOA Attorney recommends not distributing minutes before board approval

Our HOA Board has made it a practice to distribute regular board meeting minutes to residents within three days following the meeting. Our HOA attorney says we ought not distribute the minutes, even in draft form until the board has approved them. I think I would prefer a timely distribution of the "draft" minutes to the residents but the downside is that it invites residents to modify the minutes during the "changes/additions" portion of the meeting. I'm getting varied opinions regarding resident comments as part of the approval of board minutes.

Any feedback will be welcomed,
SteveH

Melissa,

Thanks for the quick response. As a new board member and president I'm trying to follow all the rules. Too many really. Just not convinced that common sense is a player these days. Regardless your advice does offer an easy way out.

SteveH

If you are looking for that much input from "residents" - as opposed to board members - as to the accuracy of the minutes, then go ahead BUT be sure you put a very big NON APPROVED DRAFT notice at the top of the paper.

The minutes are the official document of your corporation. Only when they have been approved do they stand as official.

Steve in addition to your CC&R's don't forget about state HOA laws which are fairly restrictive in AZ but in states without HOA laws, the HOA's need to also follow the laws for non-profit corporations. Also the minutes should just reflect the actions of the Board, not be a verbatim transcript of who said what. If in doubt, go on your city or county website and read how they do minutes.

P.S. What Donna said, why pay an attorney for his advice if you are going to ignore it?

So you make copies of a un-approved document and then you send them out. And then you make copies of a approved set of minutes and mail them out???

And this is the name of keeping the owners informed?

Sounds like to much work and what about the cost?

In order for the minutes to be official they need to be approved. That cannot be done before the next meeting. Why would you wish to now have two sets of minutes that might conflict with each other?

The lawyer based his opinion on his knowledge of Board operations and possible issues with minutes not yet approved by the Board as a new person holding this position I would tend to lean their way unless there was good reason to go against their judgment. IMO in this case there is not.

When the approved mimutes are available you will get them. That's the final product.

I really do appreciate all the feedback but since the opinions are nearly as varied as the total number of responses maybe I could ask one more question. Who, among those responding actually wait until after the board approves the minutes before distribution to residents. Or maybe you don't distribute them?

SteveH

Our minutes are distributed to the owners by email only after they have been approved by the directors at the next board meeting. Those owners without email do not receive the minutes, but they know how to get a copy if they want it. They are also posted on our web site in a secure area requiring owner login.

If an owner makes a special request for an advance copy of the minutes, we do provide a hard copy clearly labeled DRAFT as a watermark.

Hi Steve:

The minutes are not "official" until approved. Therefore, why send them out so members can potentially get in an uproar because of possible error in unapproved minutes received by a member. I would follow your attorney's advice. Another example would be if you check your local city website you will find they do not post meeting minutes until properly approved.

I put my unapproved minutes on our website as soon as they're written - but first every board member reads them for accuracy so there's never anything questionable or that's going to be disputed at the next meeting. If something has to be changed I do it before it goes up at all, but since I tape the meeting it's rare that something is incorrect.

It works for us.

It seems to me that the last couple of posters should read the earlier replies by Don, Glen, James, Janet & me.

Minutes may only be amended/corrected and approved at duly noticed board meetings, not online. I suppose it could work online but that would be an action without a meeting and it requires unanimous written (email's OK) consent from all directors. So after the corrections are made, all would have to give written consent. The action without a meeting would need to be noted at the next scheduled board meeting.

As prez, I summarize the board's major decisions, and/or decisions that'll interest H/O's in our monthly newsletter, which is published about 10 days after the monthly board meeting.

I'm curious though: Why distribute the draft minutes right after a meeting? None of our 200+unit H/O's clamor to see them. I assume that H/O's here who attend are sometimes asked by those who didn't if "anything interesting happened?" Or are asked about a particular agenda item. Ditto, H/O's can ask our onsite PM or assist. PM.