Altering minutes after they have been approved

Michele,

As our website administrator, I alter minutes on occasion. I have blacked out e-mail addresses (out of privacy concerns) and removed attachments (parking plans that identifies who parks where - safety concern) or attachments of adopted documents that are already found elsewhere on the site (I do provide links to those documents). Whenever I make such changes, I also inclose a notation as to why the change was made and invite anyone who wanted to see the complete document to contact the Board.

Was the change done to protect privacy, minimize safety risks or minimize file size?

Remember, the official minutes are in custody of the Secretary. Everything else is just a copy.

When you asked the individual for the reason behind it what was their response?

Ah, Michelle, it does appear that you serve on your Board. Without searching for the exact pages in Robert's Rules, I'm pretty sure that only the board can alter approved minutes no matter how benign the change.

(Bruce is our expert on RONR and may vist & reply.

If it were the board that I'm on, I'd ask the board to reaffirm via its vote that only the board at a meeting may alter the minutes.

Tim's examples are what I believe are usually addenda to the minutes rather than meeting minutes per se.

If you are adhering to proper parliamentary procedure, such as Roberts Rules of Order, minutes that gave been approved may not be altered in any way, for any reason whatsoever, without the approval of the body that approved the minutes in the first place. If it is felt that the minutes must be altered, the proper procedure is to bring the matter before the assembly that approved them.

Michele,

You asked, "Is it legal to alter approved minutes without board approval?" I doubt that there is much law to support yea or nay. In my state it is against the law to post certain information on the internet.

As Tim noted, there are privacy concerns when posting anything on the web. What one person sees as cautious another may see as over-reacting. Since the webmaster notes that the minutes have been altered for the internet, I see no problem with what she has done. Internet users have notice that these are not the official minutes.

I think if you have an issue with what gets posted on the internet you should volunteer to assume the webmaster's duties or start a website of your own.

BTW, my own association does post the official minutes online but they can only be accessed by members on a password-protected site.

Our association is mostly vacation properties with part time residents. There are very few of us who live here full time. The website was developed and suggested by the webmaster and board president at the time to give all property owners access to association information including minutes. I would be more than happy to offer to help with the website and other property owners have already offered and their help was declined. Our property owners have been assuming that the information posted on the website is an accurate reproduction of the actual document. The line that was deleted in the minutes was not of a sensitive nature in any form or fashion. This website contains dedicatory instruments, agendas, and miscellaneous rules. I have already heard the comment from a property owner who brought this whole matter to my attention. "If we can't trust the minutes on the website, what else can't we trust?" I, for one, do not have an answer to that question.

Kelly I respectively disagree. The actual events that happen at a meeting include what people say to make a point or share information. It's a skill to take good minutes. With that being said, is the omission that significant? If not, I would not make a big deal out of it. Maybe there is more to the story than what the poster states. Sounds like there might be some conflict between some members and the webmaster.

Our minutes are not distributed to the membership after approval. There are only 2 places that a property owner can see the official minutes. They can write a certified letter asking to view the hard copy of the minutes in the office. Or they can look at the official homeowner website. Yes, there is conflict between some of our property owners and our webmaster who is also an officer on the board. The conflict is that the website is being maintained as if it was the personal property of the webmaster rather than being the official website of the association. The board has very little control over the content of the official website. Before anyone says it, I will. The board needs to enforce and require that any postings on the website are board approved. Maybe in your world, this is true. In our world, the webmaster has the board votes to pretty much do whatever they want with that website. Therein lies the problem.

Sorry folks. I thought I was done with this topic. Are incorporated HOAs subject to the requirements described in the Sarbanes-Oxley Act of 2002? I think this act was aimed at securities companies. But it seems to cover all corporations.

Even if the SOX Act were to apply to incorporated HOAs, how would its contents help you, Michelle?

When I was on the board serving as secretary long before we had a website, I researched everything I could get my hands on to make sure that the minutes were done correctly and stored properly. Now that this issue has come up, I am trying to bring myself up to date regarding the care and handling of minutes on a website. I ran across SOX in my search pertaining to altering of minutes and thought that it did not apply to HOAs. But I wanted to make sure. Thanks for your input, everybody. We are having a board meeting today and I will be addressing the minute alterations and the location of a recently discovered set of missing minutes from our official website.

Michele,

Can you tell us how they were resolved?

The attorney conceded that with the information given to the membership that it did appear that a conflict of interest was involved. But he did state that he evaluated the 2 causes and determined that there was no conflict of interest. I'm not sure I agree with him. But I am not a lawyer. So I didn't feel qualified to argue with him. I was glad that he conceded the point that there was an appearance of conflict of interest. The board did adopt a rule that if the association enters into another lawsuit with a property owner or other entity, the board members will be asked if any of them have a case against the property owner or other entity with the same attorney. This procedure will be followed on a case by case basis. As far as altering minutes is concerned, that item will have to be a separate item on the next agenda because my topic actually referred to denial of access to a property owner of minutes and financial records. The attorney is going to research the electronic vs snail mail issue with regard to notification of new policies to property owners. He hadn't given it much thought until I brought it up. OPR stands for Official Public Record here in Texas.

Issue 1 - The attorney agreed that there was an appearance of conflict of interest and it never should have happened. He claims that he evaluated both cases to ensure there was not a conflict. But he did say the appearance of conflict of interest was not a good thing and could have been avoided by providing more information. The board decided that in the future when the board has a lawsuit, the first question that will be asked is do we have a board member who has a case against the same property owner or entity. This will be done on a case by case basis. Then the board will act accordingly.

Issue 2 - This is not resolved because it never occurred to our attorney that about 1/2 our members do not have computers or internet service. He assumed just about everyone had a computer. (He lives in Houston. We live in the frontier.) So he is researching ways to solve that problem that will make the "powers that be happy" since they all have computers. I'm working on a possible solution to get information to all our property owners and will present it at the next board meeting. I just have to get it past the "powers that be".

Issue 3 - I will need to make this an agenda item at our next board meeting. My complaint was titled that I had been denied access to the minutes by our office manager and Secretary and in that complaint pointed out the altered minutes. I will definately be bringing that up at the next board meeting. The altered minutes and missing minutes problem is not finished by a long shot.

The only issue that directly affected the attorney was the conflict of interest topic. But when I talked to him about electronc vs mail notifications, he agreed that should be researched so that we can keep all our property owners informed about new OPR policies. Now we will see if he follows up. I know I sure will.

Let me see if I can clarify. The issue regarding the web page is the legal liaison's wife. The wife is also Vice President. The legal liaison is also the Treasurer. With the current structure of the board, there is no way that a motion to remove and replace the legal liaison would come close to passing. They have the majority of votes for the time being. Six board members will always vote the same way. I do plan to ask for the notices to be posted on the community bulletin boards. However, a large number of our property owners are part timers and most live too far away to attend meetings. So while the community bulletin boards will help solve the issue, it won't solve the problem of our large population of property owners who do not live here. Tim, had our attorney not been present, I wouldn't have gotten as far as I did. We have a bullying mentality going on here and most of the property owners and some of the board members are scared to death to say anything. That was how I got involved in this mess to begin with. I have a lack of tolerance for bullies.
If the attorney had not been there, there would have been no admission of even the possibility of the appearance of conflict of interest. Only the attorney admitted to the the possible appearance of conflict of interest. Our legal liaison was just "insulted". We have an election of 5 board members at the end of this month and we have some strong people running for those positions. It is my hope that at least 2 of the strong people will win a position and then the majority vote problem may be resolved. I'll have to wait and see if the new board members are easily intimidated. In the meantime, I have to work with what is reality and take all the small victories I can get.