Do You list who voted and how they voted in your meeting minutes?

Kerry

I say that unless a motion passed unanimously, the vote should be recorded by name. I have no need to hide.

I say that Motions are the real important parts of the Minutes. The rest of the Minutes are basically BS. I say all Motions made, even if not Seconded or withdrawn, should be recorded as should how each person voted.

As said, if you cannot stand the heat in the kitchen (your vote recorded) then get out of the kitchen.)

Most California governing docs I have seen don't give the membership the ability to approve. Budgets, if passed within guidelines, meaning increases don't go over a certain percentage, only require Board approval.

Kerry it's not like who voted how, is a deep dark secret. Since CA has open meetings, anyone sitting in the audience can note how each Board member voted.

Also … As many have stated it is not a deep dark secrete on how any individual voted. If someone was interested in any vote they would have attended the meeting and will know first hand who exactly voted yes or no on any issue. My personal view if you did not want to know personally how someone voted by taking the time to attend the meeting … well your bad. The minutes usually in many states only have to note whether an issue passed or failed.

Kerry asked "what justifications can you think of to hide who voted and how?? Why keep this secret and off the official record?" My answer is to not hide but rather to always record the names of those voting against a motion. This is based on an opinion provided to me by an attorney. Their logic - "this will provide protection for those Board members in case the issue goes to Court."

Attached is the CT law that includes the rules on recording the votes of directors.

The board I served on always recorded names and their vote. Don't recall if it was required, just did it. Can't think of a good reason to hide the info. The logic of Rogers attorney makes sense to me. For example: D&O insurance only covers acts or decisions made "in good faith" a decision could be made and voted upon "in good faith" by 6 of the 7 directors, based on the info they had at the time. But one director was not "acting in good faith" because he/she had been purposely withholding material information pertaining to the subject. In that case only one of the directors would be guilty, the others were "acting in good faith" and covered.

Appreciate your thoughtful replies.

I ran on my “record” when I was reelected to the Board recently. My “record” only is available in our approved minutes. I want to be held accountable for my votes. I want Owners to see how I and other directors voted. To me, transparency and openness are crucially important. Secrecy always arouses suspicion and on our old Board(s) here, their hiding behind closed session doors was their undoing.

I also think that directors’ names who voted (let’s say for ease) Nay think more carefully and perhaps even read about an agenda item before voting on it if they are named.

I don’t mind a little protection in the event of a lawsuit, per Roger of CO, no matter how remote that possibility and no matter our D&O insurance and the BJR rule. As you can see above though, I agree this “threat” is hardly, per NpS, “sufficient on its own to decide policy.”

I'll have the topic on our late Jan. open meeting agenda. Having read past minutes of all board meetings here, the historical PRACTICE, “proper” or not-- always has been to record the names of the yea & nay votes. It worked well--no need to have messed with success as the practice was not improper nor illegal. Because of "Lisa's" worries, this unwritten practice now, of course, will be voted on as policy--one way or another.

Per Roger and CfD, I’ll move to record only the names of the nay votes and abstensions. Thank you!

In CA, board meetings must be open except for a very few matters. 37% of Owners live off site; another 10-11% live here part time. There also are other reasons for not attending--we have lots of business & pleasure travelers. The minutes go on our website once approved.

The city council in my large city and my sample of two smaller county municipalities, record who voted yea & nay (and abstain and recuse themselves) in their minutes, which’re available online. The US congress votes are routinely available.

Our PM writes proper minutes with the motion and vote outcomes. We don’t put fluff--discussion, for instance, in them.

I can see your interpretation of the FL statue, Tim, and perhaps we’ll hear from the original FL responder on this point. I may have focused too much on “for each director,” which looks like each individual vote.

Thanks for your reference to p. 3, [(8)] of CT statutes, James, that shows the names/votes must appear in the minutes. I only skimmed the rest, but it appears that exec. board meetings are not the same thing as exec. sessions, right?

Speaking of which, NpS, you only need hold one or two or #? open meetings in PA. Given that yours are mainly closed, do Owners have the right to read the minutes from these closed meetings?? May they have copies?

Finally, unless I missed it--I see no reason why the names of nay and abstension votes should not be recorded in the minutes.

I neglected to reply to one of NpS's comments. First, a correction. "Lisa" did not claim that "negative responses began coming in " to her vote. She reported solely one negative response from someone she claims said they read her vote in the minutes. I do NOT know if this even is true as she would not name the person.

Next, as Richard, a CA PM, points out, budget ratification is not generally required in CA HOAs unless an increase exceeds a certain amount. Is ratification a PA statute or just your HOA's?

Since I'm not in the legal profession, I can only guess at examples of why a director might want to go on record. A few years ago, we wanted to place limits on what constitutes a short term rental. Our CC&Rs are very vague so we had HOA counsel tell us how to proceed. His two-1/2 page opinion argued strongly that based on nearby municipalities (ours has no limits) the language in other HOA docs, etc., our short term limit should only be xx days not the board majority's longer preference of yy days.

A majority of the Board voted against his very strong advice and set a longer short-term rental period. I voted against their decision. Counsel, after all, hadn't used the milder language I'd seen from him, e.g., the "prudent" or "suggested" course of action. Based on this expert's reasoning and my fiduciary obligation to protect my HOA from court action for limiting rental periods that are not sanctioned by our documents, and given letters from 3-4 of owners, who said they'd purchased their units with the plan they might rent them out short term someday, I saw no other choice.

68 PA.C.S. 5303(b) states: "The executive board shall deliver to all unit owners copies of each budget approved by the executive board and notice of any capital expenditure approved by the executive board promptly after such approval. In addition to other rights conferred by the declaration, bylaws or this subpart, the unit owners, by majority or any larger vote specified in the declaration, may reject any budget or capital expenditure approved by the executive board within 30 days after approval."

I think your short-term-rental situation is an excellent example of a circumstance where a board member might want to put his objection on record. If I had a similar situation and felt as strongly as you did, I would have no problem going on record as opposing the measure. Unusual circumstance warrants unusual response.

BTW, did anyone check with your insurance company about the potential effect on coverage of not following your attorney's advice?

I like Rogers point regarding nay votes ... It would be good for those directors to give a valid reason ... Such as they believe it violates Section X of the governing docs.

Agreed

As i noted waaaay above, our minutes of the business portion of our open meetings do not record discussion/debate, just motions, seconds & votes. So I already entirely agreed with Janet, JohnC & Roger.

Without reviewing Robert's Rules (RONR), I seem to recall that a director may request from the board that her/his reasons for voting Nay be placed in the record. The board then decides and, If our board, would greatly limit the reason to a sentence if approved at all.

In my short-term rental case, I simply said "based on counsel's written opinion in his letter of xx, xxxx."

Yes, NpS, the 4 contentious '15 budget line items were voted on separately and the one about a big vs. moderate increase in the $$/mo for reserves was the problem for "Lisa." So even tho' she doesn't want her name in the minutes for that particular budget meeting, she wants it noted in open forum that she voted against the moderate increase!

My understanding of the Business Judgement Rule (BJR) and CA case law, NpS, is that volunteer directors are entitled to rely on experts' opinions. But we're not compelled to follow that advice. So, no, we didn't check with our insurance agent about our D&O insurance based on the short term rental decision.

We need to practice our duty of care and of loyalty to our HOA and, as Amanda points out, act in good faith. I think I've heard that the BJR, which is Corporations Code in CA, is similar in most states.

Right, Roger, I sure agree that motions should not be accepted by the chair that violate our governing docs (or state statues). And even if mistakenly approved, our PM is under no obligation to follow through with such a decision per our contract with our MC.

In CA, we must post our agenda 4 days in advance of open meetings, and we directors have our meeting packets about 6 days ahead of the open meetings. So, in general, such an error would be caught before the actual meetings.

Good question, NpS--don't think I'll ask except in a very general sense. Our policy is up for renewal next month and Our agnt usually comes to talk with the board & Owners.

I was on a webinar early last month when the attorney said the association could legally be in trouble IF they disregarded the advice of the Reserve Specialist during the review process and not put the amount of funds into reserves as was advised.

Kerry

I don't have a lot of confidence in Reserve Studies as they are currently done. This is based on my experience with associations and being a financial analyst. I worked on a couple of different reserve scenario and have them in place in 8 associations.

As far as how many are 100% funded, we have 1 than is over 100%. The majority are 50% or below, the lowest at 6%. Most of our associations are stack condos, 100 unit or less. They will always be the most difficult to fully fund as there is more responsibilities but with not enough units to fund. The healthier association I have found are 250 unit plus PUD, where the homeowner is completely responsible for their individual units.
Just my observations.

My association is 135% funded. The recommendations from the RS were between $71K to $112K, which the voted voted not to abide by. Our attorney is the same as on the webinar. Go figure.