Censure Disclosure

The Board has a duty to acknowledge the censure in the next Board minutes. While the minutes of an executive session are secret among Board members the general actions taken in ES are not. And yes if you revealed what happened you could be censured again and while they can request your resignation, they cannot require it. They could however remove you from the position of treasurer.

Executive Session Minutes
Executive Session Minutes. An executive session meeting is a proceeding of the board of directors. California law requires that boards keep minutes of their executive sessions.

Each corporation shall keep minutes of the proceedings of its . . . board . . . (Corp. Code §8320(a)(2))

As further evidence of the requirement that executive sessions are proceedings of the board and that minutes be taken is their reference in Civ. Code §1363.05(d), Civ. Code §1365.2(a)(1)(H) and Civ. Code §1365.2(d)(1)(E)(iv).

Content of Minutes. Executive session minutes (which are separate and apart from open session minutes) should reflect the deliberation and reasoning behind actions taken by the board in executive session. For example, if the board were to give the manager a warning, executive session minutes should be written to reflect what occurred. The minutes might state that "The Board expressed dissatisfaction with the manager's performance and gave the manager a written warning that failure to resolve tardiness and absenteeism would result in her dismissal. The board voted not to renew the manager's one-year contract and made the manager's employment at-will."

Electronic Recordings. Boards should not record their executive sessions (or should dispose of the recordings once minutes have been prepared). Electronic recordings may be subject to subpoena in future litigation. If the board has recorded their meetings and reasonably believes those recordings will be subpoenaed in a pending legal action, the recordings must be preserved.

Approval of Minutes. Executive session minutes may be approved at the board's next open meeting or executive session. However, the risk with open-meeting approvals is that the board may need to discuss corrections or revisions to the minutes which could result in the disclosure of confidences and/or waiver of attorney-client privilege. Accordingly, discussion of any changes to executive session minutes should take place in executive session.

No Distribution of Minutes. Minutes of executive sessions should NOT be distributed to the membership. Civ. Code §1363.05(d).

Noted in Open Meeting Minutes. Even though members do not have the right to attend executive sessions, boards must keep members informed about the general nature of the business conducted in their executive sessions. The minutes of the next open board meeting must generally reflect the board's executive session:

Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership. Civ. Code §1363.05(c).

We don't always agee JonD1 but on this we do. I too would be concerned about a board member releasing information without consulting the board or addressing it at an open meeting. There are PRIVATE financial situations that has no need to be revealed but people would thrill in knowing. Collections is one of those areas. We kept it between that owner in collections and the board ONLY. We just let the members know we were taking actions to collect and explain that cost if any. However the identity was kept underwraps as much as possible.

A good example of what can happen if financial information is released out of context can cause havoc. We collected roughly $5k a month in dues. We had about 5 homes in the rears and another 5 or more late payers. Our meetings happened 1 time a month. So the financial reports sometimes came out before the bills were paid or fully collected. So we would show a balance of $5K but we had bills that totalled about $5k a month. We didn't have but $2K in savings at any given time. I got criticized for NOT putting any money into our savings since we had $5K. I tried to explain but it fell on deaf ears. So when I quit being President the new board promptly spent that $5k on things they thought I had been neglecting. Which also promptly put our HOA in danger of bankruptsy and a special assessment had to be made. They also had to raise dues. Just because someone was convinced they knew how to spend the HOA's members money better than those assigned with the responsibility. Be careful on what you say...

Constantine:

Some of your board’s concerns are legitimate and some smack of raging paranoia. Taking them one at a time:

Does Davis-Sterling require the Treasurer to release the information or is the duty put on the board as a whole? If the Treasurer is required to release the information, then the board has no right to complain. They do have a legitimate complaint if the board as a whole is required to release the information, even if what you released would be identical to what they would release.

If the board does not want its members or officers posting on the association’s Facebook page then they should set the privacy settings to exclude those persons. Whether you are an officer and/or board member, you are still a member of the association and should have the same rights to post as anyone else. You cannot control whether your friends can post replies and you are not responsible for what your friends post. That’s just the nature of Facebook. Their complaint in this regard is ridiculous.

As a practical matter, I do not endorse using personal websites for distributing association data. I would reluctantly have to agree that if you wished to make this information available online that it should be posted on the association’s website with the board’s knowledge and permission.

Whether asking for information is inappropriate depends a lot on what is being sought from whom and whether that burdens the other parties. Without more information about the questions it’s hard to say whether your actions were inappropriate. Who were the reports that you wrote sent to? If you reported back to the board, they have no grounds for a complaint. On the other hand, sending reports to others creates the impression that your conclusions are the official position of the association and the board’s concerns would be legitimate.

You are the duly elected Treasurer. Discussing financial matters with the accountant is a normal and expected part of your job. I would characterize the chairperson as a paranoid control-freak if she feels that she must be present when you speak to the accountant.

This whole censure thing is nuts. (I am assuming that the members of the association elected you to the board and that the board elected you to be the Treasurer.) The board’s complaint against you is how you have handled the job of Treasurer. Since officers serve at the pleasure of the board, they can remove you with or without cause at any time and appoint someone else to fill the position. If they were unhappy with your performance as Treasurer, they should have held an executive session to discuss their concerns and/or ask for your resignation. Censure is meaningless since they did not remove you from the position of Treasurer.

I am not certain why your censure is a secret. Really, what good does it do to censure a board member but keep it secret? Since you are the party the action was taken against, I see no reason why you cannot make it public if you choose to do so.