BOD meetings without Secretary

Started by JamesC • 5 replies • 2431 views

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JamesC (Maryland)
Posts: 282

Posted:

Does anyone know for sure if you absolutely must have a Recording Secretary at the BOD meetings.
We have been without one for two months, and I thought we legally had to record all BOD meetings, which are then kept on file. Should a member of the community ask for a copy of the minutes from a previous meeting,what actions would the board have?
The reason we don't have a recording secretary is because we are not permitted to hire a resident homeowner, but can only hire a person from outside the community at the rate of $100.00 per meeting. A resident homeowner is expected to volunteer their services???????
"Just wondering if EVERYONE has a recording secretary".

Thanks for any comments:

Jim

MartyD (Florida)
Posts: 43

Posted:

If the Secretary is not present, anyone can be appointed to take the minutes of the meeting. Minutes should always be recorded of each meeting no matter what. Should you require a copy of those minutes and they cannot be provided then it would appear that your bod is making its own set of rules. I would also guess that there is a clause in your CC&R'S that clearly state the fines that can insue if bod meeting minutes are not provided to a member in a reasonalble amount of time...check them and then send a letter of concern to the president of the board.

JamesC (Maryland)
Posts: 282

Posted:

Marty:

I am on the board, and thought I knew most of the answers.(NOT)
Before posting this question, I checked through our docs and they only list the duties of the secretary, but nothing is mentioned about the event there is no secretary. We did have someone record the minutes at the past two meetings by recording device, but nobody is interested in breaking them down for print.
My confusion rests with not being allowed to hire a resident of the community for the $100.00 per meeting fee, but going outside to hire one.
I am interested in knowing if other communities do or do not have recording secretaries.
Is it the LAW?
Thanks for your post.

Jim

WilliamT (Arizona)
Posts: 489

Posted:

James, a corporation must keep minutes as the official record of the actions taken at each board and membership meeting.

If you have an MC, then they will usually take the minutes if you request.

If not, then one of the directors must volunteer or be assigned by the president to take the minutes and to type them up for the record. The president should not take the minutes because he or she is running the meeting.

You have the option to find someone in the community who is willing to serve on the board as secretary. The board can appoint that person to serve out the rest of the term of one of the resigned members. After appointed that person to the board, the board members can then elect to have him/her appointed as secretary.

Failing that, then you will need to hire an outside, non-community member to take the minutes. In other words if no community member will volunteer to do the work, then the community must pay to have it done.

Minutes are a requirement of the corporation law.

RogerB (Colorado)
Posts: 5,067

Posted:

James, you present two questions.
1. Do you have to have a recording Secretary? No. What if no Board member will take that office or else the Board choses to have someone other than the Secretary record minutes. Meanwhile, minutes of every meeting must be taken. If a tape recording is made of the meeting, something I never do, I would destroy the recording as soon as the minutes are created in hard copy. Hard copy of the minutes are necessary for the Board members review, approve at a subsequent meeting, and file permanently. Minutes document the business of your association and are very important documents. The law enters in whenever they are required during a dispute or a legal action.

2. Who can take minutes? Any volunteer accepted by the Board. If there are no volunteers the Board can hire anyone to take and prepare the minutes. The person taking minutes can sign Recorded By:_____________ . Who is the Board allowed to hire. Any person they chose except a Board member for taking minutes. If it is a member of the association it would be best to get bids and hire them as an independent contractor. This reduces the appearance of a conflict of interest. If you have a management company you can ask them to record the minutes. We record minutes as either a part of our basic management agreement or at an additional hourly charge.

JM2 (Oregon)
Posts: 439

Posted:

Hi James:

I'm not sure why an Association would hire to have the minutes taken. The minutes should be a summary of the actions taken by the board, not a verbatim copy of the meeting. They should not include things like, "Joe suggested that we purchase a new swing set for tots, but Mary said that we could simply add some links to the existing set in order to make the seats lower for tots."

It should be more like, "It was moved and seconded that the Board hire Joe's Quick Reserve Study Service. After discussion, the motion passed by a majority vote of board members present."

This kind of work could easily be done by a member of the Board, or a volunteer member of the community willing to do so.

If you tape the meeting and subsequently that tape becomes the community's record of the meeting, it becomes admissable as evidence in a court of law. I would never recommend that a community make an audio recording of its meetings.

J. Patrick Moore, CMCA

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