Meeting minutes

A few questions about meetings and records.

What is required in meeting minutes? In the past the Neighborhood Manager from our Management Company attended our Board meetings and kept the minutes. However, the minutes seem to me to be fairly generic in nature and basically only list the topics discussed and any Board decisions. They typically don't list any details (why was the issue brought up in the first place, any pro/con discussions, etc) and they don't list individual board member votes. From some of the threads in this forum, I'm starting to wonder if we should have more details.

As I mentioned, up until now our MC rep attended the meetings and kept minutes. We've recently terminated that management company and are in the process of finding a replacement. None of the potential replacement companies seem to be interested in attending our meetings regularly or if they do, they don't keep minutes (except maybe as an extra charge item). From past experience I know that I would be lousy at keeping minutes, and none of the other Board members has expressed any interest/talent at it either (I've brought it up a few times). Would it be out of line to solicit outside help for this? Possibly find a homeowner with appropriate experience or even hire somebody to come to Board meetings and keep records. Could this be a potential problem in "Executive Sessions"?

Publishing minutes. Neither our CC&Rs nor our Bylaws say anything about publishing meeting minutes or even making them available. In the interests of maintaining good communications with the homeowners, I'm considering posting them on our website (in an area accessible only to members). Good idea or bad? Any other reasonable options for making them available or concerns?

Dwight, posting approved minutes on the HOA's website is an excellent idea. Refer to Robert's Rules of Order for guidelines on meeting minutes. As far as what should be included for small groups such as a Board meeting, I include the specifically worded motions, discussion (only if very pertinent), the total vote and THE NAMES OF ALL BOARD MEMBERS WHO OPPOSE THE MOTION. Their names should be listed for legal purposes. Reasons for motions and details discussed are usually not recorded.

Our Board stopped posting minutes because of the fear of legal action (no reason, simply fear).

So, I decided to post them on my site. Can they stop me? Given that the ByLaws state "The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member." I do not believe they can stop me from having access.

My take is they are public docs therefore they can't stop anyone from posting them.

They have basically banned me from common areas because I have done this (including access to the HOA site).

AlanK,

The minutes are not public records. They are public only to the members of the association. By posting them on your web site, you opened them up to the world. At this point, association boards are not governmental entities, they are corporate bodies.

Nothing inherently wrong with posting them to an owner-only, password protected site. However, they should be edited to remove individual names, delinquencies etc.

Joe

Joe, thanks for your answer. I was on the Board and secretary one thing I learned, is to keep the minutes terse and to point. So, we were already in the practice of keeping sensitive data out.

Ron, Yes I really know the reason, fear of lawsuit. A couple homeowners filed lawsuits against the homebuilder and, for fear that the homebuilder might use the minutes against those homeowners, the Board stopped. So, in effect, because a couple homeowners files suit, the Board completely stopped communicating to the community. And yes it really surprises me, that is why I asked.

Stopping communication with the community about what the Board is doing is not the answer. Recording minutes intelligently and honestly is. And yes, the Board has ceased all communications to the community sans a newsletter that contains social events. In addition, despite multiple requests, the have not made the minutes available to anyone. And no, the lawsuit is of no concern to the rest of the community. In addition, I have found out, they have appointed, no election, two new Board members.

Clarification: They were posted on a secure, homeowner’s only website. “My site” that I referred to was secure.

While I agree that your Board is taking the wrong approach here, I also agree with the other posters that you shouldn't be posting the minutes on your website (even if it is in "members-only" area) without the permission of the Board. Your bylaws may state that the minutes should be available on request, but that doesn't necessarily mean immediately available over the Internet. The bottom line is the minutes belong to the HOA, and it is up to the Board to decide how they should be made available.

As to your Board appointing new members, they probably have that authority. This is from our bylaws:

"Special Appointments" - The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.

We recently used that clause to add a member whose responsibility is to keep the minutes for Board meetings. He is a non-voting member of the Board, but by making that appointment he can now be present in any Executive Sessions in order to keep minutes during those as well.