šŸ’¬ Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚔ Takes 30 seconds

Already a member? Log in

RobertR13 (California)
Posts: 37
Posted:
Is it required for minutes to be signed by the secretary? Also, can meeting minutes of a regular board meeting be approved in a subsequent special board meeting, or do they need to be approved in a regular meeting only. I understand that special meetings should be held only to discuss items that cannot wait until the next regular board meeting, but we have a lot of pending minutes that required corrections and now the corrected minutes need to be approved.
TimB4 (Tennessee)
Posts: 21,059
Posted:
All minutes should be signed by the individual who took them.

Minutes are approved or amended at the next meeting of that body.
i.e.: Board minutes are approved at board meetings and membership meetings are approved at membership meetings.

Here is a link to the davis-stirling.com web sites menu page which will provide additional information.

Hope it helps,

Tim
RobertR13 (California)
Posts: 37
Posted:
Quote:
Board minutes are approved at board meetings.

Thanks for the response. So can a general board meeting minutes be approved at a special board meeting minutes, considering that both the general board meeting and special board meeting are board meetings and we are requesting to approve board minutes.
TimB4 (Tennessee)
Posts: 21,059
Posted:
yep.
RobertR13 (California)
Posts: 37
Posted:
thank you Tim.
RobertR13 (California)
Posts: 37
Posted:
Tim,

Looked at the stuff on the links you provided. I don't see any item that clearly states that board meetings should be approved in board meetings. Maybe I am missing something? Can you please advise?
TimB4 (Tennessee)
Posts: 21,059
Posted:
Basically, approving the minutes are done by the same people who were at the meeting when it was taken. This is why general membership meeting minutes are approved by the membership at the next general membership meeting, Committee meeting minutes are approved at the next committee meeting and Board meeting minutes are approved at the next Board meeting. This actually comes from Roberts Rules of Order.

Roberts Rules of Order is considered the authority of the procedural process used for committees, boards and governments. To use a quote from that site:

"The application of parliamentary law is the best method yet devised to enable assemblies of any size, with due regard for every member’s opinion, to arrive at the general will on the maximum number of questions of varying complexity in a minimum amount of time and under all kinds of internal climate ranging from total harmony to hardened or impassioned division of opinion."
Robert's Rules of Order Newly Revised [RONR (11th ed.), Introduction, p. lii]

Information on minutes are available at this link: http://www.rulesonline.com/rror-10.htm#60

NOTE: Most Associations use a modified version of Roberts Rules of Order when conducting meetings. However, Roberts Rules are not required to be used unless the governing documents specifies that they are. Even if the governing documents specify this, unless there are practicing parliamentarians on the Board, the rules are not completely followed because the average person doesn't have complete understanding of Roberts Rules of Order and won't take the time to learn them.

Hope this helps,

Tim

TimB4 (Tennessee)
Posts: 21,059
Posted:
Here is an interesting article I found that could provide a different viewpoint on my previous note about people not knowing Roberts Rules as the article mentions how parliamentarians must understand community associations (Hopefully it won't take this thread onto a whole different direction - which is not my intention):

Community Associations and the Parliamentarian by Jim Slaughter, Certified Professional Parliamentarian & Professional Registered Parliamentarian.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Many times, minutes from an annual meeting are approved at the next board meeting, so any action items can proceed. However, that MUST be voted on, giving permission for that body to approve the minutes of another body.

PS - a "special meeting" usually has a specific purpose for meeting and should be for one specific topic only. I don't think approving mintues from a previous meeting warrants a "special" meeting.

SusanW1 (Michigan)
Posts: 5,202
Posted:
Many times, minutes from an annual meeting are approved at the next board meeting, so any action items can proceed. However, that MUST be voted on, giving permission for that body to approve the minutes of another body.

PS - a "special meeting" usually has a specific purpose for meeting and should be for one specific topic only. I don't think approving mintues from a previous meeting warrants a "special" meeting.

SusanM22 (Florida)
Posts: 154
Posted:
Interesting. I just read a recent blog by Jim S., the attorney and Parlamentarian from NC mentioned above, and I quote:

"The recommended practice for annual meetings of members is that the executive board or a committee (sometimes called a ā€œMinutes Approval Committeeā€) should be authorized to approve the minutes shortly after the meeting. While the entire organization can always revisit the minutes the following year, this process allows the organization to have official minutes without waiting 12 months."

I am curious, is this common practice in your state ??
MelissaP1 (Alabama)
Posts: 13,836
Posted:
A note to this: The Secretary responsibility is typically to take the notes and file them. However, the President of the HOA can never act as the Secretary. (In most duty descriptions). That means the President of the HOA can approve them with the other board members but can NOT take the official notes of the HOA.

I ran into this issue whenever I lost most of my board members including the secretary. Even though we used my notes to do the meeting, my notes could never be "official" documents of the HOA. They were for "Informational" purposes only. Not until we could get another officer to take the notes, could they be considered official. Ironically, I as president controlled the corporate seal to make documents official. Go figure...

Former HOA President
SusanM22 (Florida)
Posts: 154
Posted:
In quite a few professionally managed associations the manager takes and draft the BOD meeting Minutes, and later submits to Secretary or to the entire board via email.

What about your Annual membership meeting ? how do you handle it ?
CarolR11 (Colorado)
Posts: 2,563
Posted:
Our PM writes the minutes for the Annual Meeting. They are approved at the next annual meeting by the membership. Since I've been on the board, the only business conducted is the election of directors to the board and homeowner approval of a choice between rolling any excess funds at year's end into the new operating budget or putting them into reserves.

So these minutes just document the call to order, the approval of the previous year's annual meeting minutes, the presence of a homeowner quorum (includes absentee ballots, the closing of the polls, the vote tabulation as counted by our inspectors of election, who also state the number of invalid votes, and the formal announcement of the new directors, and adjournment of the meeting.

I'm not saying it's a good or the best way to write the minutes, but it's how we do it per Susan's question and is in compliance with CA statutes.
LarryB13 (Arizona)
Posts: 4,099
Posted:
Quote:
Posted By TimB4 on 02/15/2012 11:57 PM
All minutes should be signed by the individual who took them.

Disagree. Anyone may make notes about what happened in a meeting. At some point, one or more people will need to reduce those notes to a written statement in the form of proposed minutes. The proposed minutes are then submitted to the board for approval as written. The board can accept them or request changes. The proposed minutes do not become minutes until the board approves them. At that point, the secretary should sign them to indicate that these are the minutes that the board approved.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Larry,

I posted that the minutes should be signed by the person that took them. I stated that because typically the Secretary is the one who takes them. However, I also provided a link for more information. If you followed that link and clicked the link for approving minutes, you would see that the minutes should be signed by the secretary.

Here is a link to Davis Stirling's page about signing minutes (which is a different link than I provided earlier in this thread): Signing Minutes

This thread is also a year old.

It is best not to reactivate old threads as laws change and what may have been good advice a year ago may be bad advice today.
SusanM22 (Florida)
Posts: 154
Posted:
Thanks. Good to know although the Davis-Sterling Act and/or California Civil Code do not apply to other states.

As as far the comment that it is not a good practice to re-activate older threads, I disagree. It depends on the subject. This topic is procedural in nature and timeless.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By SusanM22 on 10/18/2013 5:28 PM
Interesting. I just read a recent blog by Jim S., the attorney and Parlamentarian from NC mentioned above, and I quote:

"The recommended practice for annual meetings of members is that the executive board or a committee (sometimes called a ā€œMinutes Approval Committeeā€) should be authorized to approve the minutes shortly after the meeting. While the entire organization can always revisit the minutes the following year, this process allows the organization to have official minutes without waiting 12 months."

I am curious, is this common practice in your state ??

Roberts Rules has an entire section devoted to minutes; their content, how and when they're approved, who signs the, and so forth. In the 11th edition of RONR that section is on pages 468 through 476.

The minutes should be signed by the secretary (p 471);

The minutes are approved only at the next regular meeting of the assembly. Minutes are never approved at special meetings. (p 473);

When the next regular meeting of the assembly will be more than three months away, RONR recommends that a committee be appointed to approve the minutes (pp 474-75).

I realize many organizations don't use RONR, but that's the "official" parliamentary procedure.
CarolR11 (Colorado)
Posts: 2,563
Posted:
Susan, Tim cited Davis-stirling.com, not the CA statutes with that name--the Davis-Stirling Act. The website belongs to an HOA law firm and many of their opinions are germane to the nation as a whole. Their section on minutes, for instance, draws from Robert's Rules of Order, not from CA statutes.

Our secretary signs all minutes after the board approves them at a meeting. Our minutes also are signed by the president and "attested to" by our PM.

I'm curious, Susan. Is there a particular reason why you're so interested in minutes from annual meetings?
SusanM22 (Florida)
Posts: 154
Posted:
Yes, CarolR11, I had a good reason to find out how annual meetings minutes were handled in various states. I know Parlamentarian, Jim Slaughter. He is in NC but he is also a member of a national organization called CAI (community associations institute) with Chapters in many states and cities. I am a member of CAI.

I see that his recent recommendation follows RRO in that annual meeting minutes should not have to stay in "limbo." They should be approved long before next annual meeting. In many states you need membership quorum to hold the annual meeting and/or BOD elections whether through secret ballot or Proxy. Proxy is not allowed in Condo elections in a few states.

šŸŽÆ You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • āœ“ Ask follow-up questions
  • āœ“ Share your experience
  • āœ“ Get expert advice
  • āœ“ Access 350,000 discussions
Create Free Account →

⚔ Takes 30 seconds

Already a member? Log in here