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MA3 (California)
Posts: 5
Posted:
When our management company's contract comes up for renewal should any director (other than the President or an appointed director) be allowed to share specifics, i.e. who (by name) said what about the management company's employees to that employee or any other member of the HOA, resulting from discussion in Executive Session.

It is my understanding that Executive Session minutes in the state of CA would include the outcome of the vote and the deliberation and reasoning behind the decision. To me that means after the vote, and approval of the minutes, the management company would be notified of the renewal or non-renewal and the reason behind the decision... i.e. failure to reach stated goals, continued overspending budget, whatever.

Mentioning directors by name would not be included in the minutes, this allows for management company's to view the minutes but not be privy to who said what. Your opinion please.
RichardP13 (California)
Posts: 1,767
Posted:
MA

You are correct in that the directors names should not be used. It could be that the minutes reflect that John made a motion, Mary seconded and the vote was 5-0, or whatever the number. The decision should say, the Board, not an individual director, felt so and so.

If you were to terminate a management contract, some have a clause that the termination was voted on at a properly noticed open meeting and they may require the signed minutes for their records.
CarolR11 (Colorado)
Posts: 2,563
Posted:
The minutes in this case do not need to show any directors' names. They simply can state that a motion was made and seconded and the final vote. Even in Robert's Rules of Order, only the maker of the motion should be named, but the Board can suspend those rules in this case if they usually adhere strictly to Robert's.

Then the reason(s) for the Board's decision could be briefly summarized. But if your Board is not renewing the contract of the current MC, and they've been given 30-days notice, why should the current MC have access to those minutes anyway? Minutes generally aren't approved until the next meeting by which time they'll be gone, right?

Sorry if my reply seems odd, MA. I'm having difficulty understanding "...should any director (other than the President or an appointed director) be allowed to share specifics, i.e. who (by name) said what about the management company's employees to that employee or any other member of the HOA, resulting from discussion in Executive Session."
JohnC46 (South Carolina)
Posts: 14,265
Posted:
I think what MA might be saying is someone on the BOD is keeping the management firm aware of BOD Executive Meeting discussions concerning the management company.

Might even be pillow talk.

We can rant and rave about it being wrong but such happens. Part of the answer is never say anything in private that you would not say in public.

MA3 (California)
Posts: 5
Posted:
Much more than pillow talk. A director, not an officer either, went directly to a management employee and named names and spilled all the beans (from executive session), good and bad about that employee. Meeting was barely over.
TimB4 (Tennessee)
Posts: 21,062
Posted:
Well, if you have proof, you can always ask that the Board censure the individual and, perhaps ask for their resignation.
CarolR11 (Colorado)
Posts: 2,563
Posted:
Now I understand, MA3. I agree with Tim--censure the director. To learn more, see davis-stirling.com, Main Index, Censure. This is an excellent site for CA HOAs.

But, MA3, don't your PM staff attend executive sessions? (We have a PM & Asst. PM and they both attend and record our meeting minutes.)

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