Board Pres instructed secretary to not keep exec meeting minutes!

Dave,

Typically, minutes are not kept for executive sessions unless the whole meeting is an executive session.

Protocol would have Directors or Committee members enter and return from executive session from a regular meeting. The minutes of that regular meeting should specify the time the meeting was adjourned to executive session, the reason why the executive session was held and what time the regular meeting resumed from executive session. All motions and votes are to be done in the regular meeting with the executive session being used for discussion.

Many States have laws which limit what may discussed in executive session, so make sure you check to make sure the Association is in compliance.

Historically, our board has used the exec session after adjourning the regular meeting. Discussions would always center on homeowner issues such as late dues, collections, liens or in this case, a homeowner who had been disruptive according to board. They obviously also voted during these exec sessions. I can find no language in our rules/restrictions that address any executive session.

To the original question though, by specifically withholding , not documenting a vote in exec session, would the vote be valid? We are a small HOA, 132 members but we, as many have, seem to have a board that over the years has had a number of violations from meetings without a quorum, to no meeting minutes, expenditures that required a community vote but the community was never asked to vote on.

Dave,

One further note: The president is supposed to adhere to and enforce parliamentary procedure; not disregard it.

I don't believe any breach of procedure was necessarily intentional. I just believe the board was operating with bad advise.

I have tried to locate Wisconsin laws in regards to HOA operating guidelines. So far, no success. Anyone have a link or tip where I might find Wisconsin language on HOA operation?

I did find opinions on HOA meetings and in each example, minutes were always required. Our board operated on the assumptions that matters of finance (late payments and liens regarding HOA members shoudl be handled in exec session. That made sense to me. Much like our financial records and accounts payable, we never share homeowner names with community, only amounts owed.

Dave

It would seem to me a simple way to handle this is the BOD makes a Rule (Rules and Regulations) that says all committee personnel appointments must be reviewed and approved by the BOD.

Easy peezy solution.

Dave

Wisconsin Non Stock Corporation Laws

181.1601  Corporate records.

(1)  Minutes and records of action. A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board as authorized under s. 181.0825.

Bruce,

I certainly don't disagree with you that minutes should be kept for all meetings. I believe that since motions and votes are not supposed to be made in executive session and the Board is to enter executive session from a regular meeting and return to a regular meeting, that the minutes of the regular meeting would be sufficient. This is because an executive session is part of the regular meeting and not a meeting unto itself.

Per Roberts Rules of Order, "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." As we know, Roberts Rules are only a guideline unless the governing documents specify that they must be adhered to.

Per Fairfax County (VA) Community Association Manual:
"An executive session is only one part of an open board or membership meeting. A motion identifying the specific subject(s) and reason(s) for an executive session must be made, seconded, approved and recorded in the minutes of the open meeting. Following the closed session, the directors must reconvene in the open meeting and any agreement or decision resulting from the closed discussions must be voiced and substantially identified and/or voted in the reconvened open meeting for purpose of recordation in the minutes. While agreements can be decided, no votes are permitted in such executive session because the laws prohibit secret voting in board matters. Too often, the purpose and legal provisions for executive session are misunderstood, and sometimes flagrantly misused. It is a clear violation of state law to “adjourn the meeting to go into closed executive session” as many associations have routinely practiced. It is also a violation to convene and conduct an executive session prior to the start of any meeting regardless of how practical or well-intentioned the reason. The board could invite a lawsuit by enforcing a closed-session decision that was not substantially identified and recorded in a reconvened open meeting, and not publicized to the association members.' Granted this reference is based on VA laws but it's those laws our Association needs to comply with.

I suppose that my Association could have executive session minutes but they wouldn't have very much in them. Just something like:

Executive session was entered into on mm/dd/yyyy at [location] from the regular board meeting at hh:mm am/pm.
xyz were in attendance.
The topic of abc was discussed.
Executive session ended at hh:mm am/pm and the regular board meeting reconvened.

I don't see that as any different than what the regular meeting minutes were required to have:

Meeting was recessed at hh:mm to enter executive session for the purpose of discussing abc.
Board members returned from executive session and the meeting reconvened at hh:mm am/pm

Since minutes of executive sessions must be approved in executive session, if they are kept the board would technically always be convening an executive session for the sole purpose of approving the minutes of the last executive session (otherwise, if you wait until the next ES is held, the risk exists of no one properly recalling the last meeting). Then those minutes would technically require another meeting to approve the minutes, etc. etc.

OK, I'm taking this to an extreme to try an illustrate a point. Executive sessions are normally part of the regular meeting and should be used only for discussion of specific issues (as identified by State law). If the executive session is only held for discussion and, per roberts rules, the specifics of the discussion is not normally kept in the minutes then common sense would indicate that their is no need for minutes of the executive session providing the ES was held in conjunction with the regular meeting and those minutes identify the purpose of the ES when it met and returned and motions/decisions are recorded in the regular meeting minutes.

I did specify that if the entire meeting is an executive session, then there should be minutes.

I hope this helps clarify what I was trying to convey.

Tim

Ideally, the issue should have been approached something like this:

Next item on the agenda is the appointment of members to xyz committee.
Motion is made to appoint abc to the committee
Motion is seconded and discussion may now take place.
A motion is made to enter into executive session to discuss this appointment
Motion is seconded. Motion passes by a vote of x to y
Meeting is recessed at hh:mm for the purpose of the board to enter executive session to discuss the appointment of abc to xyz committee.
Board members return from executive session at hh:mm and meeting is reconvened.
President asks if there is any more discussion on this appointment prior to calling the vote.
Vote is called concerning the appointment.
Mr/Ms abc by a vote of x to x is not/appointed to the board.

Next item on the agenda.

But, again, as Bruce pointed out, Dave, your state statutes may permit executive sessions before open meetings or between open meetings as we're permitted to do in CA. We also are allowed to vote in executive session. So there are differences among states.

Our board does vote in executive sessions and we summarize our decisions, without naming names at the next regular or open meeting. We certainly do keep minutes of executive sessions.

Dave,

I would give the option of entering Executive Session to the person facing a disciplinary hearing or action if that person attends the meeting when the executive session is called. You could even ask them prior to the meeting as I assume they know what they face. They should. It's business.

My approach is transparency and would not care whether we're in executive session or not if a board member's action was so bad as to warrant removal. But, I'd give the disciplined person sole discretion of a public or private discussion w/ a final vote on the matter held publicly and charted in the minutes. That's IF the committee member wants to "stand trial."

Sometimes, we have delinquent dues payers who want to come before our board and argue at us for their non-payment. I give them the same option and can take their criticism publicly or privately.

There are some excellent parliamentarians on this forum who will help you walk the absolute straight & narrow.

John:

Did you see anything in the state statutes regarding BOD public/private voting procedures?