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EdwardL2 (Florida)
Posts: 15
Posted:
I am new to board and was wondering how precise the munites should be? Our minutes never show the negative comments made at the board meetings.
PeterD3 (Florida)
Posts: 708
Posted:
The are not for recording comments. They should record the business of the meeting such as motions made and the votes taken.
EdwardL2 (Florida)
Posts: 15
Posted:
I thought the minutes were a snap shot of what happened at the meeting? How do the homeowners that could not attend the meeting know what is happening good or bad?
EdwardL2 (Florida)
Posts: 15
Posted:
I thought the minutes were a snap shot of what happened at the meeting? How do the homeowners that could not attend the meeting know what is happening good or bad?
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By EdwardL2 on 03/31/2012 4:11 AM
I thought the minutes were a snap shot of what happened at the meeting? How do the homeowners that could not attend the meeting know what is happening good or bad?

Perhaps you're confusing minutes with a transcript.

A transcript (as of a hearing) is detailed and contains everything that is said. Minutes, on the other hand, should be brief (often one, two or three pages) and contain only a brief description of the items on the agenda that were covered and the actions taken at the meeting. By actions it is meant the motions that were made, amendments made to motions (if any), and the results of the votes taken on the motions. The wording of the motions and any amendments should be as precise as possible so that there will no confusion or misunderstanding later as to what was actually done. There is no requirement to record precisely (or to even include) any debate, discussion or comments relating to the motions. Once a motion is either passed or defeated, such commentary is useless and superfluous since only the result is meaningful.

Roberts Rules contains a section describing what is required to be recorded in the minutes according to accepted parliamentary procedure.

In practice, many organizations do include more information than is actually required, but there is really no need to do this.

Don't make more work for yourself.
TimB4 (Tennessee)
Posts: 21,062
Posted:
From the Fairfax County (VA) Community Association Manual:

Minutes - Applicable Virginia statutes and most associations’ bylaws require that factual and accurate minutes be kept of all board of directors meetings, annual meetings, and special meetings of the members. The importance of accurate minutes cannot be stressed enough
because often the minutes are the only record of official decisions, directions, and actions of the board. If there is no verifiable record, a decision cannot be enforced. Minutes officially record the time, date and place of each association meeting, the presiding officer and board members in attendance, the subjects discussed, and the actions taken at the meeting. Title and sufficient information to establish its background, the action to be taken if any, and the reasons for the action should introduce each topic. Only important points in the discussion should be recorded along with any decision, and including the votes for or against an issue if voting takes place. A subject or proposal referred to committee or tabled pending further information or discussion should be so recorded in the minutes.

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.

From Roberts Rules Online:

The record of the proceedings of a deliberative assembly is usually called the Minutes, or the Record, or the Journal. The essentials of the record are as follows: (a) the kind of meeting, "regular" (or stated) or "special," or "adjourned regular" or "adjourned special"; (b) name of the assembly; (c) date of meeting and place, when it is not always the same; (d) the fact of the presence of the regular chairman and secretary, or in their absence the names of their substitutes, (e) whether the minutes of the previous meeting were approved, or their reading dispensed with, the dates of the meetings being given when it is customary to occasionally transact business at other than the regular business meetings; (f) all the main motions (except such as were withdrawn) and points of order and appeals, whether sustained or lost, and all other motions that were not lost or withdrawn; (g) and usually the hours of meeting and adjournment, when the meeting is solely for business. Generally the name is recorded of the member who introduced a main motion, but not of the seconder.

In some societies the minutes are signed by the president in addition to the secretary, and when published they should always be signed by both officers. If minutes are not habitually approved at the next meeting, then there should be written at the end of the minutes the word "Approved" and the date of the approval, which should be signed by the secretary. They should be entered in good black ink in a wellbound record-book.

In keeping the minutes, much depends upon the kind of meeting, and whether the minutes are to be published. In the meetings of ordinary societies and of boards of managers and trustees, there is no object in reporting the debates; the duty of the secretary, in such cases, is mainly to record what is "done" by the assembly, and not what is said by the members. He should enter the essentials of a record, as previously stated, and when a count has been ordered or where the vote is by ballot, he should enter the number of votes on each side; and when the voting is by yeas and nays he should enter a list of the names of those voting on each side. The proceedings of the committee of the whole. or while acting as if in committee of the whole, should not be entered in the minutes, but the report of the committee should be entered. When a question is considered informally, the proceedings should be kept as usual, as the only informality is in the debate. If a report containing resolutions has been agreed to, the resolutions should be entered in full as finally adopted by the assembly, thus: "The committee on ..... submitted a report with a series of resolutions which, after discussion and amendment, were adopted as follows:" then should be entered the resolutions as adopted. Where the proceedings are published, the method shown further on should be followed. If the report is of great importance the assembly should order it "to be entered on the minutes," in which case the secretary copies it in full upon the record.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
While not speaking to any state/law, one BOD I was on would tape record the entire BOD meetings (except Executive Sessions) but the minutes only showed results of Motions tat had received a Second.

Quite often a several hour meeting was condensed in two pages of Minutes.

The tape recordings of meetings were available to any member for a duplicating cost of $25.00.

CarolR11 (Colorado)
Posts: 2,563
Posted:
We, too, record only what was done, not said. If a director, though, states that s/he wants the reasons for her/his "no" vote in the record, it is recorded.

We do, and I think correctly, record motions that aren't seconded as: "Director X made a motion to xxx. The motion died."

But I'm curious, Edward. What kind of "bad" or "negative" comments do you think should be on the record? Examples?
BrianB (California)
Posts: 2,820
Posted:
yup, what they said.

Minutes should include Data/Facts: Who attended, who motioned, what was motioned, was a discussion held, was there a vote, what was the result. I tend to include small snippets of facts not necessarily required, in order to keep the membership who might read them up to date: "treasurer reports balance of X, 4 unpaid accounts were sent for legal action, 2 past due accounts were paid, road committee reports that potholes on Tracey were fixed last week, and they will work on the stop sign project next Saturday. Volunteers welcome." During the open portion of the meeting, I will typically post "Member asked about X" and a small snippet of the reply, if it is educational or relevant. "Member asked about installing new mailboxes, the board replied that the boxes are the property of the individual owners, and not part of the HOA's jurisdiction. New boxes are between private owners and the US Post Office."

But I don't include a transcript of the stupid discussions that take place.
JM10 (California)
Posts: 503
Posted:
You might attend a local school board meeting or council meeting and get a copy of their minutes.

I attended a community college board meeting and got a copy of the agenda as well as the minutes from the last meeting.

In California, the Brown Act is the model for the Davis-Stirling Act which governs common interest developments. The Brown Act is for public organizations like schools.

One of the things I found particularly informative was the way the school board handled the listing of matters that come up in an executive session (on the agenda and in the minutes).

I know Robert's Rules of Order is helpful, but often seeing a good or several examples is easier.

BTW, I've asked our board to list how the directors vote. They refuse. That's actually important because if the board votes to do something that is illegal (in our case breaking state civil codes, ignoring the state licensing board and it looks like not reporting taxes on an independent contractor), then the member who dissented will not be held legally liable for subsequent legal actions. Likewise, if someone protests the legality of a meeting, this should be included in the meeting minutes. If there were irregularities in the meeting procedures, by appearing and participating, but not protesting, the person has tacitly agreed that this is a legitimate meeting.

When our board begins to take an illegal action, I always send a written protest to establish that they were informed of the law and that I should not be held liable.

PeterD3 (Florida)
Posts: 708
Posted:
"But I'm curious, Edward. What kind of "bad" or "negative" comments do you think should be on the record? Examples?"

None.

The minutes are [typically] one persons point of view. This can create a 'bully pulpit' in which there is no means to counter by those (mis?)quoted. This is akin to libel.

Comments of any kind have no bearing in the operation of the assn.
EdwardL2 (Florida)
Posts: 15
Posted:
Before I was on the Board the Board decided to spend about 9 thousand dollars on a project without bringing it to the neighborhood. This is what got me involved, I spoke at a meeting and was shut down in the middle of my speaking by the pres who decided to end the meeting. After I was elected to the board we had about 7 homeowners show up to appose the decision, two days later the project was started, the minutes of the meeting are not even out, so the neighborhood has no idea anyone opposed the project. I went back through the minutes on line and could not find any motion to put this project in motion. It is complete now so there is nothing that can be done about this one, but maybe we can stop this from happening again.
JonD1
Posts: 2,350
Posted:
Edward:
Your description seems to leave out many important facts.
How many owners are there?

What was the project?
Under your documents is the Board required to obtain 100% owner approval.

Is there a $$ limit for what the Board can spend?
Why did the 7 owners oppose this project?

Where did you stand on this issue?

In many cases the Board is elected to make decisons in the operation of the property. They are not required to abide by the opinions of a percentage of the owners. As far as you thinking the minutes should now reflect such opposition IMO that should not be the purpose of the minutes.

Minutes should not be a tool used to support oposing sides of an issue either way. They should simply record the actions and decisions made by the Board.

BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By EdwardL2 on 04/01/2012 5:16 AM
Before I was on the Board the Board decided to spend about 9 thousand dollars on a project without bringing it to the neighborhood. This is what got me involved, I spoke at a meeting and was shut down in the middle of my speaking by the pres who decided to end the meeting. After I was elected to the board we had about 7 homeowners show up to appose the decision, two days later the project was started, the minutes of the meeting are not even out, so the neighborhood has no idea anyone opposed the project. I went back through the minutes on line and could not find any motion to put this project in motion. It is complete now so there is nothing that can be done about this one, but maybe we can stop this from happening again.

As Jon said, your description of events leaves out a lot of information.

The first thing you need to do is read your documents. What is the board authorized to do? What are the board's powers? What is the board not authorized to do? In our association, the board is authorized to act in "all instances for the homeowners:" they can make contracts, hire a property manager, buy property, and on and on. They can prepare budgets and make assessments, and can even make a special assessment that doesn't exceed a specified percentage of the annual budget, all without homeowner input. While our board often does solicit input from the homeowners, there is nothing in our documents that requires the board to consider or abide by that input.

What was the nature of the meeting you and the others attended? Was it a board meeting or was it a homeowners meeting? Was there a time limit imposed on comments?

Where did the money come from for the project? Was it already in the budget? Did it come from reducing other line items in the budget or because money was saved on something else? Was it coming from reserves? Did it require the association to levy a special assessment or to borrow money? (Which the board can do). If the money was to be borrowed, was there a means to pay off the loan in the budget?

As a homeowner, if you don't agree with the decisions of your board you have the option of recalling board members (if enough homeowners agree with you); encouraging homeowners who agree with you to run for the board, or running for the board yourself.

As a board member, you have a right to your opinion on the board, and you can vote against a motion if you so desire. But, if a majority of the board votes for a motion over your objections, that's the way the mop flops.
You may ask that your objection be stated in the minutes, but it doesn't have to be. Even if you're the secretary and put your objection in the minutes, the rest of the board, by majority vote, can have your objection stricken when the minutes are approved.

Also, as a board member (and a homeowner), you are bound to abide by the documents governing your association, whether or not you agree with them.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By BruceF1 on 04/01/2012 7:39 AM
Posted By EdwardL2 on 04/01/2012 5:16 AM
Before I was on the Board the Board decided to spend about 9 thousand dollars on a project without bringing it to the neighborhood. This is what got me involved, I spoke at a meeting and was shut down in the middle of my speaking by the pres who decided to end the meeting. After I was elected to the board we had about 7 homeowners show up to appose the decision, two days later the project was started, the minutes of the meeting are not even out, so the neighborhood has no idea anyone opposed the project. I went back through the minutes on line and could not find any motion to put this project in motion. It is complete now so there is nothing that can be done about this one, but maybe we can stop this from happening again.

As Jon said, your description of events leaves out a lot of information.

The first thing you need to do is read your documents. What is the board authorized to do? What are the board's powers? What is the board not authorized to do? In our association, the board is authorized to act in "all instances for the homeowners:" they can make contracts, hire a property manager, buy property, and on and on. They can prepare budgets and make assessments, and can even make a special assessment that doesn't exceed a specified percentage of the annual budget, all without homeowner input. While our board often does solicit input from the homeowners, there is nothing in our documents that requires the board to consider or abide by that input.

What was the nature of the meeting you and the others attended? Was it a board meeting or was it a homeowners meeting? Was there a time limit imposed on comments?

Where did the money come from for the project? Was it already in the budget? Did it come from reducing other line items in the budget or because money was saved on something else? Was it coming from reserves? Did it require the association to levy a special assessment or to borrow money? (Which the board can do). If the money was to be borrowed, was there a means to pay off the loan in the budget?

As a homeowner, if you don't agree with the decisions of your board you have the option of recalling board members (if enough homeowners agree with you); encouraging homeowners who agree with you to run for the board, or running for the board yourself.

As a board member, you have a right to your opinion on the board, and you can vote against a motion if you so desire. But, if a majority of the board votes for a motion over your objections, that's the way the mop flops.
You may ask that your objection be stated in the minutes, but it doesn't have to be. Even if you're the secretary and put your objection in the minutes, the rest of the board, by majority vote, can have your objection stricken when the minutes are approved.

Also, as a board member (and a homeowner), you are bound to abide by the documents governing your association, whether or not you agree with them.

Very well said. All shoud read and heed.

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