secretary's minutes

Started by HarrietM • 57 replies • 3650 views

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HarrietM (Florida)
Posts: 12

Posted:

My Board members feel I should write the minutes with absolutely no discussion, explanations etc. I have always written them in a newsey and interesting format. 1. They actually read them. 2. I feel homeowners have the right to know as much as possible. 3. I feel the more members know, the more connected they feel to the community and will not feel thaey have been "backdoored" when something expensive comes up. I think they need to be forewarned to head off anger, surprise and to be prepared. ie Docks that will soon have to be replaced. My Board wants me to lisst the facts only-what motions were made, which ones passed, who was there and as little as possible about the financial report. We have nothing to hide. It;s a very good Baord. Am I wrong? I've been writing them like this for three years and now, all of a sudden, they want me to change. I get only good comments from members. My Board thinks I may say too much some day. I'm very careful about what and how I say what I write. Opinions, plese. I plan to retire from the Board if they are right becasue I feel so strongly about this.

harriet

MelissaP1 (Alabama)
Posts: 13,836

Posted:

This is typical of a HOA. It is just not understood what an HOA is about. The HOA is a corporation and the members are the stockholders. A stockholder is entitled to the information the company has.
What is happening is much like what I am sure happens in your own home. It's nothing "wrong" but something that isn't comfortable doing. My best example is this. Does your spouse and kids know what is in your checkbook? Would you let them openly see your paychecks and how you spend your money? Most likely not. It's kind of "personal". The very people who are in your household and are part of you, don't even know how much money is coming in or going out. I am even sure they complain to you when you go to the store and won't buy them anything. They don't believe your excuse "I don't have the money".
Let's translate that same scenerio to your HOA. The HOA board is much like the "parents". They control the checkbook. It's uncomfortable for them to release that information to the general membership knowing alot of them don't make responsible decisions. Each member has a different idea on where the money should be spent.
Yes, it is true that the HOA should be forthcoming with the budget and issues. However, it's something that's not "natural" feeling. They forget the money they have to spend is EVERYBODY's money. It's NOT just theirs. They were just voted to represent what the majority of homeowner's want.
It's very difficult and you most likely will be hitting your head against a brick wall for a very long time to get this concept through. It's a management style that many people have only known. However, there is another type of management that you sound more atuned to. It's called "Fascillating". It's where management does what their workers want them to do. Their job is to make sure their workers have the tools and knowledge to get the job done. My best example for a HOA is this: The members want to paint the roads "red". What the board is supposed to do is to have a vote to approve the project, allocate the money, collect bids, and have the work done. That is "fascillitating". The kind of management your looking for with your ideas.
Remember your not looking at any "professionals" running your HOA. It's soccer moms and retired military. You can't expect more than what they are capable of and know. It's your challenge to help educate and be educated.

Former HOA President

CharlesB5 (Colorado)
Posts: 11

Posted:

Harriet,

The minutes of any board meeting (whether it is a for-profit or a not-for-profit organization) are meant to accurately record the OFFICIAL actions of the board-- not the discussions that led to those actions. Keep in mind that minutes are legal records of the official proceedings. They should be short, concise, and business-like. "Just the facts, ma'am. Just the facts."

A number of association managers take courses offered by the CAI (Community Associations Institute) for professional development. The "Participant Workbook" for one of those courses has an excellent section entitled "Recording Minutes for Meetings." You may find this information helpful. In the brief section below, I quote directly from the CAI's M-100 course workbook, as found on pages 82 and 83 of the same:

- - - - - - - - - -

Recording Minutes for Meetings

The minutes of a meeting document the decisions made during the meeting. This provides a permanent public record of positions and actions taken by a board. The secretary of the board is responsible for maintaining all official records, including the minute book of all board meetings.

Minutes should reflect what was done at a meeting, not what was said. The minutes may list the name and topic for any speaker, but not a summary of the person's remarks. Minutes should state:
- The type of meeting--such as, regular or special
- Name of the group
- Date and time of the meeting--and the place, if it is not always the same
- Presence of the president and secretary or their substitutes
- Presence of a quorum and the names of the people present
- Action taken on the minutes of the previous meeting and corrections, if any
- Exact wording of a motion as it is adopted, including he name of the person making the motion
- Hour of adjournment

- - - - - - - - - -

Charles Baker
Community Association Manager

RogerB (Colorado)
Posts: 5,067

Posted:

Harriet, the Board wants the minutes recorded in that manner (which is the proper method) and you do not want to do it. So be it then if your choice is to retire from the Board. Hope they recognize your years of faithful service.

RobertG (Arizona)
Posts: 505

Posted:

I agree with all the others, just the facts. Our board has the same problem in that they want to add all the discussion and they just don't understand what is required to run a business. If you want to be "newsy", put it in a newsletter and make it unofficial.

Remember (as pointed out), the minutes are the only official recording of what took place at a meeting. Wait until there is some litigation with reference to what action was taken. When the plaintiff asks for the minutes, your style might show all the discussion about something that never took place, however the court can take those comments into consideration. If it isn't recorded, then there is no official record and litigation becomes much cleaner. Your fuducial responsibilities is to protect the assets of the corporation (HOA). Putting extra non-action statements in the minutes puts the assets of the HOA at risk and you are failing your responsibility.

Don't feel alone. I would guess 90% of the HOAs do exactly what you do. But that doesn't make it right. I would hope you would see the light and stick with the HOA but learn from the experience.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

HarrietM:
Official meeting minutes should be recorded as decisions made at the meeting or if there will be action/investigation taken to come to a decision at a later time on a specific issue. It is not for newsy, detailed accounts of who said what, and when, etc.

It sounds like you really enjoy the style of writing the minutes as you have for the last 3 years. However, if you feel you cannot continue, perhaps someone else can volunteer to take the minutes at the meetings; they really don't have to be a Board director to fulfill this role.

Another idea for you--perhaps you can remain on the Board but write your newsy articles for a Community Newsletter. There are many previous posts on this forum on writing a newsletter and ideas on how to do it. Might this be an opportunity for you to continue with what you like to do and remain as a Board member?

ArtN (Massachusetts)
Posts: 48

Posted:

Hi, HarriettM, I would welcome you to serve on our board or any board, with your attitute of wanting to inform the Owners, the Board is responsible to. But as I read other postings, with answers of how to take minutes, it makes a lot of sense. I would suggests as others have, obide by keeping minutes as stated and become involved in producing a newsletter on a monthly basis, and you will serve your community, of course the newsletter will have it's limites as to how much information can and should be extended to other owners. I am an owner who would love to get as much information as you are presently giving in your minutes, only because we do not get any at all, making us owners nervous as to what is actually going on. You know people fester over issues, when they do not have any information. I just love this forum as it has openned our eyes as to what we are missing, etc.

Thanks,

ArtN

JM2 (Oregon)
Posts: 439

Posted:

Hello Harriet:

You seem to have a lot of energy about keeping people informed; that's really good, to be commended. However, the Minutes aren't the place to do that.

Have you considered starting a (or revitalizing an existing) newsletter? That way, you could accomplish your goal of keeping people informed about what's happening; include a copy of the latest approved minutes in the newsletter (taken according to proper form, which your board is requesting). Publishing the agenda of the upcoming meeting would be valuable, too.

Don't make it an either/or issue; there can be a both/and here; just think outside the box.

JPM

HarrietM (Florida)
Posts: 12

Posted:

Thank you. You make sense and I do feel like I'm hitting my head against a brick wall. I think it's a matter of trust even tho I've been doing this for 3 years. They're afraid I'm going to write something that would be difficult to support in a court someday.They don't feel like they're in control.It's frustrating as I know they know I wouldn't do anything to hurt them. It's not like I go way out on a limb and give my personal opinions- I just try to instill some humor and make it interesting to read and, be informative. Oh well, I just think it's time for me to quit.
H

HarrietM (Florida)
Posts: 12

Posted:

Thank you so much. You just exemplify the differences between those wanting to know and those who hold the info close to their chest. I think I'm just too disapointed to start a newsletter.But, I wish someone would.
H

HarrietM (Florida)
Posts: 12

Posted:

Thanks Charles, I do appreciate your input. The thing is, I do put all that info in-right in the order it occurs at the meeting. I only take that info and try to make it more interesting to read. Ie,we had to make repairs on the docks and we had to tear out old benches. We voted to replace the benches because members wrote asking. I wrote that" we would replace those benches for the bench warmers when the docks were replaced" instead of just saying the board voted to replace the benches.It's not like I go into some far out literary discussion or express my personal opinions. You see?

H

HarrietM (Florida)
Posts: 12

Posted:

You know, the problem is, I think I do think outside the box. All I do is make a motion a little more interesting to read.I have a journalism degree and I feel compelled to make a very dry meeting more interesting.But, I see what you're saying. If things go to litigation, I guess a judge would not appreciate my journalism skills.
H

HarrietM (Florida)
Posts: 12

Posted:

Thanks, I'm just disappointed that I can't let members know the details of what's going on.They tried a newsletter before but it was just a repeat of the minutes and very boring.No one wants to read the minutes twice. I understand what you're saying about liabilities but, I think what I rite just makes the reading more interesting and more informative. I don;t think it puts the baord at risk-afterall,I'm on the Board too. Thanks for your good advice.
H

RobertG (Arizona)
Posts: 505

Posted:

to HarrietM:

I may be more blunt that necessary as you really do have a desire to do the right thing, however, the problem is (as stated a number of times), this is not just about how to make it sound nicer or homeier (?). This is about how you are required to run a legal corporation. The laws and procedures are not there to hide anything, especially in states that have some type of open meeting law. The laws and procedures are there to protect the corporation and thus you as a homeowner. This is not a power play by the board members.

I think this would be like saying that because it is uncomfortable to come to a complete stop at a stop sign, you want to just slow down and wave at the folks going the other direction. This may make your life simpler and more enjoyable, but we don't do this as it breaks the law.

Please don't feel like you are the first person to ever do what you are doing. Unfortunately there are too many people who just are unwilling to ask the questions like you have and then learn and modify their behavior. As you have pointed out, you always have a choice of what to do. I would hope you would feel you have seen the light and continue on, but change the method of how you write. This is not a journalism class exercise, it is a legal exercise.

I encourage you to stick with it. I would like to follow what you do decide to do.

HarrietM (Florida)
Posts: 12

Posted:

Thanks Roger. I guess it's time for me to retire. I feel strongly, as a member, I should be given as much info as possible through the minutes. Newsletters in the past were just a repeat of the minutes because people are so afraid to "talk" outside the box. I know that I'm careful not to put the board at risk and I guess I'm disappointed that the new board members don't trust me to do that. I'm on the board, too, so I wouldn't put us at risk. I guess you guys might be right as well as my board. I just feel so ill at ease only letting members know the very basics then informing them later, out of the blue, that dues have to be raised or a special assessment is necessary.The more informed people are the more accepting they are to the costs that we incur. Just my opinion.If a board has nothing to hide then why not put it out there?
H

RobertG (Arizona)
Posts: 505

Posted:

to HarrietM

If the homeowners really want to know all the details, why don't they go to the board meetings? They can get all the details and even ask questions if allowed. Why should you feel you have to take the mountain to the people? Have them take the initiative to climb the mountain.

JonD1
Posts: 2,350

Posted:

Harriet:

Your first duty is to the property and the Board.

As Board Secretary you should provide the minutes in the form requested.

Many discussions and much information is for Board consumption ONLY.

The Board is elected to oversee the operation of the property and while in a perfect world all the owners should be made aware of every item discussed we don't live in a perfect world.

How can you be so sure your comments won't put the Board at risk when you can't know what areas might be involved in a legal matter somewhere down the road?

Short and sweet and to the point. Name rank and serial number only.

We now have a lawsuit filed by a former Board member. Seeking $150,000 in percieved "damages". I just recieved the requested documents from our attorney for discovery prior to trial. One of the first, all minutes for the past 4 years.

Legally we have to provide them. To late to change or remove any information that might prove damaging to our property in this matter.

Board minutes are not the place to excersise your writing skills.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Harriet: Do not throw in the towel! You have a gift and you are being challenged to use it in the best possible way!

Just because a newsletter did not succeed in the past is because it wasn't 'interesting!'...and why your manner of writing the 'news' may be refreshing. There are untold opportunities to be realized from an editor creating a successful community newsletter. It can act as the 'heartbeat' of the community to share the good things that are going on (leave the negative for the minutes taker...). I'm sure with your skills if you gave it some thought you could come up with a great Newsletter Vision.

If you are a person with a 'creative' mind (and it seems like you are) you won't be happy sitting on it and not using it in some fashion. Check out this forum on newsletters, create a plan, present it to the Board, and see what happens.

Community Living brings all types of people together, and to use our uniqueness for the good of our community neighbors is what can make it all work. Think about it before you give up....

GloriaR (Florida)
Posts: 5

Posted:

I have been secretary for many organizations, a condo association, and now a homeowners' association. There is a real need to give information other than the barebones described by some. As far as financial reports are concerned, you need only give the current balance in the account because the financial records are to be made available to members at any time upon their request. That is the law. If you follow Roberts Rules (as most associations do), discussion follows a motion. It is important to highlight some of the discussion such as when different opinions or alternatives are given regarding an action. There is no need to give names specifically by saying Mr. Day said "He didn't like the way Mr. Night conducts his business". But you should be able to say the following options were discussed:
a) Disapprove the paint color chosen by homeowner.
b) Ask homeowner to paint sample area for further review.
c) Send samples of approved colors only.
If you simply put in the minutes "homeowner's paint selection was disapproved", and give no other options, it automatically causes a bad feeling. Besides, there may be someone in the association but not on the board that may have a better idea and will then attend a meeting to give his opinion.

RobertG (Arizona)
Posts: 505

Posted:

to GloriaR

I am surprised that given your statement that you follow Roberts Rules that you would consider putting in all that information. Roberts Rules only want the exact motion that was proposed and the outcome - approve/disapprove. Unless there are specific requests, even the vote count is not supposed to be recorded. Specific to the treasure's report, it never is to be approved except at the yearly audit (review).

I don't mean to pick on you, but this just shows that most HOAs think they know what should be included and really don't understand the rules. As pointed out by so many in so many places in this forum, minutes do not have any type of extemporaneous comments.

Also, I don't believe there are very many HOAs that have adopted Roberts Rules. That takes a specific action to include it as a bylaw or an accepted policy. I do think many HOAs THINK they are following Roberts rules, but it isn't official and the rules are bent all over the place.

I do think you are going the right direction, just go a little further.

That's my opinion.

HarrietM (Florida)
Posts: 12

Posted:

Gloria,
Finally, someone who gets it.I got some great and helpful responses, but you really understand what I'm saying. I believe some of you think I use the minutes to chat on about parties etc. Or, that I get completely off the topic with my need to journalize. While I have had some experience at writing, that's not my purpose. I do "fatten" out the motions and issues and still stay between the lines. I take the time to thank members for volunteer work or remind members in a humorous way, if possible, about the rules that are being broken. I feel, as a member myself, that people need and want to know what's going on. Over half our members live in other states and this is their only communcation with their properties.I do have Robert's Rules and I know them pretty well.Because I do know Robert so well, I feel comfortable explaining the facts. All of your comments were friendly, well- meaning and helpful. I still intend to resign because I know this board will never understand that Robert's Rules aren't nearly as confining as most people think. There is a "better safe than sorry" attitude that overwhelms any desire to allow members to know more.

What a terrific chat line this is!

H

RobertG (Arizona)
Posts: 505

Posted:

to HarrietM

I think you are confusing "writing minutes" and "informing members". There is nothing wrong with you writing you version of what happens at a board meeting and publishing it in some medium. It may actually be very useful for the homeowners. However, it is not what minutes are for. These documents serve two different purposes and should be created for the purpose they are intended.

I am not on a board, but I write a summary of the board meeting I attend and put them on a community website that is not associated with the HOA. Some people find it informative. I do try to stay to the facts, but I do get more of the details. Also, I usually don't get the motions exact as it is hard to document them in my notes during the meetings so I just summarize the motion. I only do this to help those homeowners who didn't care to come to the board meeting to have an understanding of what goes on.

I applaud your enthusiasm, just apply it in the correct way.

JudithC (Virginia)
Posts: 253

Posted:

I have seen minutes written both ways for our association, and both as a board president and homeowner, preferred the more informative approach. I realize that CAI promotes the stripped down version, but then I don't believe that CAI truly represents the actual homeowners. Legal types obviously prefer that you say the least that you are required to by law. However, does that make for a good community?

I agree that the easiest thing would be to have a newsletter where the issues were flushed out. However, I would suspect that the same board members who are against the minutes being full would eventually not like an "official publication of the association" to be talking about what actually went on at the meeting. All the same legal arguments could pertain, it could be used to show the association's thinking in a court of law, etc.

The suggestion that anyone interested could attend board meetings is so common by those who are not interested in communication. Many people attend classes, have children they need to be with, are ill -- attending board meetings cannot be the only way that people find out about their association. Besides, if everyone did that, the board would soon be overwhelmed, because I guarantee you most homeowners don't want to give up 3 hours of their time just to watch "great minds at work" -- they will want to participate.

I would hate to see anyone resign who obviously has the best interests of the homeowners at heart. Have you looked into a blog that tells what is going on? Google gives really easy to use and nice blog spaces. If advertised in your newsletter -- like at the bottom of the minutes, say "for the real happenings at the board meeting see ....". You do get less of a crowd that way, unfortunately, but I would suspect a lot of people would tune in. I would, for sure.

Stay there and fight the good fight!

RobertG (Arizona)
Posts: 505

Posted:

One other point that I would like to offer is to ask how many people actually read the minutes. I know that in our community of 800 homes, only one person outside the board has asked for minutes - me.

JudithC (Virginia)
Posts: 253

Posted:

I had to chuckle when I read Robert's comment about the number reading the minutes. It is so true that most homeowners don't care at all. However, it is best for the association for that to not be true, and that is the reason for readable minutes or some alternative. If minutes just say "we came, we saw, we conquered" -- what point is there in reading them usually? Decisions are done deals and nothing else is there.

KathrynM (Louisiana)
Posts: 6

Posted:

Why send out the minutes? Why not just send a newsletter with a short section on the motions approved/ disapproved? The basics then the newsletter can cover all the homey stuff. Most associations do not even require the minutes provided to the owners. A newsletter will highlight what you want the owners to know. You can highlight reminders, discuss holidays etc.. It would provide a better service to the owners and the board.

SusanJ2 (Florida)
Posts: 2

Posted:

I agree with the others that minutes of the board meeting are to be an accurate and official record of the meeting. That means no "fluff" to make it sound better and fun to read. Is the minutes a joke to you? Thank God you are not on our Board - we would have asked for your resignation. You are a lawsuit waiting to happen. And you say you are careful not to put the board at risk - but by not keeping accurate minutes they are at risk! You admitted that you "fatten" the motions and add humor to what was said - in other words - not the facts and not accurate.

Why do you send out minutes? Is it a requirement of your state law? I've never sat on a board where we sent out minutes to everyone. They were posted and were also available if someone requested them.

Several people have commented on doing a newsletter or a blog. Maybe you should try that if you feel you have to be more informative to the owners.

ArtN (Massachusetts)
Posts: 48

Posted:

SusanJ2,,,,with all due respect, with what you say below in answer to Harrietts minutes, I diffently would not vote you on a Board, you are (I could be wrong) coming off as not wanting to inform your fellow Owners who you as a Board member have a Fiducary duty to do. Please allow me to make a couple comments in capital letters to your response.

I agree with the others that minutes of the board meeting are to be an accurate and official record of the meeting. That means no "fluff" to make it sound better and fun to read. Is the minutes a joke to you?

I DO NOT BELIEVE HARRIETT SAID ANYTHING ABOUT FLUFFING THE MINUTES, ONLY STATING THE FACTS, WITH MORE COLORFUL WORDING, IN ORDER TO HAVE HER FELLOW OWNERS UNDERSTAND THE BOARDS MEANING AND POSITIONS ON ISSUES. IT SEEMS TO ME THOSE WHO ARE TAKEN BY THESE MINUTES ARE THOSE WHO ARE SUE HAPPY. THE WORDING I READ IS, QUOTE: KEEP THE MINUTES ONLY AS TO MAKE AWARE THAT AN ISSUE WAS DISCUSSED AND/OR VOTEd UPON. THAT DOESN'T SOUND LIKE INFORMATION, RATHER IT SOUNDS LIKE, "WE THE BOARD WILL LET YOU KNOW WHEN WE FEEL DARN READY TO TELL YOU ALL, DOSEN'T IT SUSANj2?

Thank God you are not on our Board - we would have asked for your resignation.

SUSANj2, I AM SURE SHE WOULD NOT WANT TO BE ON YOUR BOARD, MY OPINION ONLY, IF SHE WAS ON OUR BOARD I WOULD MAKE HER BOARD PRESIDENT/SECRETARY.

You are a lawsuit waiting to happen. And you say you are careful not to put the board at risk - but by not keeping accurate minutes they are at risk! You admitted that you "fatten" the motions and add humor to what was said - in other words - not the facts and not accurate.

I DO NOT AGREE WITH THAT STATEMENT GO BACK AND READ ALL HER POSTS AGAIN. WORDS FROM YOU ARE....LAWSUIT WAITING TO HAPPEN.....WHAT WOULD THE BOARD BE WORRIED ABOUT IF EVERYTHING SAID AND DONE WAS ABOVE.....BOARD! I MUST STAND ON IGNORANCE AS I HAVE NEVER BEEN ON A BOARD, BUT HOPE TO IN THE FUTURE, AS I DO NOT BELIEVE ANY BOARD SHOULD WITHHOLD INFORMATION. SUSANJ2 PLEASE EXPLAIN WHAT YOU MEAN BY::YOU ARE A LAWSUIT WAITING TO HAPPEN?

Why do you send out minutes? Is it a requirement of your state law? I've never sat on a board where we sent out minutes to everyone.

WHAT WOULD YOU HAVE TO BE WORRIED ABOUT, LET THE MASSES KNOW, AS YOU REPRESENT THEM AND THEIR MONIES......

They were posted and were also available if someone requested them. IE HAS BEEN MY EXPERIENCE THAT NOT EVERYONE READS THE BULLETIN BOARDS, I AGREE THEY SHOULD BUT IF THEY RECEIVED A COPY EACH MONTHLY MEETING, YOU MAY SURPRISE TO SEE THAT OWNERS WOULD BE INTERESTED IN GETTING INVOLVED, WITH HOPES OF COURSE.

Several people have commented on doing a newsletter or a blog. Maybe you should try that if you feel you have to be more informative to the owners.

WOULDN'T THIS BE THE SAME INFORMATION THAT ARE IN HER MINUTES, DOES IT MATTER WHERE IS COMES FROM MINUTES OR NEWSLETTER? SUSANj2 PLEASE RESPOND AS TO WHERE I AM GOING WRONG? I AM RELATIVELY NEW TO THIS FORUM AND WANT TO LEARN, BUT WITH ALL DUE RESPECT I FELT I SHOULD HAVE RESPONDED TO YOU.

ArtN

MelissaP1 (Alabama)
Posts: 13,836

Posted:

When I was president, my secretary sold her home and moved. I was left without a secretary for most of the year. Ironically, our documents dictate that the President can NOT act as the secretary! The one and only restriction basically to the President's job! Go figure! I couldn't assign any new board members or appoint a new secretary. Truth be told it was because ALL my other board members left or were put in nursing homes within months of eachother. I was left with only 2 members and one was in Iraq! The other was my Vice-President who was behind in his dues. There was NO ONE available to take notes at any of the meetings that could be considered "official".
However, I did take notes. I would have to post a slightly different version in a form of a "letter" or "memo" to post for the members on the bulletin board. That way it wouldn't be the "notes" but a notification of what was happening.
Fast forward a few years... I was recently called into court for an issue stemming from a foreclosure. The lawyer needed the HOA's information at the time of the issue. I had long turned over the HOA's records to the new board years prior. They had accused me of NOT turning over ALL the records at the time. However, when they were forced to find the information for the lawyer they did find that I had turned over ALL the appropriate records. The only thing I had NOT turned over was any minutes of the meetings I had held without a secretary. That is because those minutes would NOT hold up in court. They would NOT be official minutes. If the HOA had those minutes, they could have been tossed out. I did keep a copy of my minutes for a personal reference if they ever approached me for questions.
The lesson here is that you have to be careful with the minutes of the meeting. I would prefer the meetings have the official stamp of the HOA on them before posting or keeping them on record. It just makes them more "official". Plus, make sure that it is ONLY one source of minutes out there. It's okay if someone wants to blog or write a newsletter BUT they should coordinate their notes with the official minutes keeper. The newsletters should consist of official information obtained from the meeting and not personal opinion. Yes, the notes may not be "good" or "reflective" of the situation. However, they are the facts and are what you have to deal with.
I am glad I did keep my own personal notes. I think anyone who attends the meeting should. However, be careful in saying your notes are the "gospel". Everyone interprets what they hear differently. If anything, have a group take notes and get together at the end to compare. You never know if the secretary has dozed off for a sentance or two.

Former HOA President

RobertG (Arizona)
Posts: 505

Posted:

I believe the discourse between Susan and Art show the problems with HOA boards. I do believe Susan is on target and Art is off base, but it really shows just how far apart many people think on the subject of minute taking.

I can envision two sets of minutes for the hiring of a new management company.

A - New Business - Management company
"The board discussed various options for a new management company. Joe and Tom were not happy with the pricing of the proposed new company however they felt the company could do a reasonable job. Mary had heard talk that the proposed company had not done a good job at the HOA next door. A vote was taken and passed. The new management company will be notified they will start on July 1."

B - New Business -
"A motion was made by Fred to contract with Management Company XYZ starting July 1 utilizing the contract provided at the rate stated in the contract. The motion passed."

Both minutes give the same conclusion. However, people like Susan, myself and numerous other would contend that version B is the correct way. Art and others would like to use version A. However, version A makes statements that are not official actions of the board, but rather opinions of individual members. When the vote is taken, it does not make any difference how many vote for the motion, as long as it passes it is the action of the entire board.

JudithC (Virginia)
Posts: 253

Posted:

I don't believe that these two samples of minutes accurately represent the difference in minutes taking that is being discussed. Of course, none of us can tell as we have not seen the minutes, but from the examples given I can't even tell who was hired! I also doubt if the secretary would have put in the sentence about non-performance.

I keep re-reading the original post and I don't see that it is saying that the minutes have added fluff, aren't accurate, or things are being changed for artistic merit. I see someone who is trying to inform the homeowners vs. someone who wants to keep the homeowners in the dark as much as possible. I suspect that is the real conflict going on here.

I do think it a bit shocking that someone would say they would fire a secretary over such a difference of opinion -- they must have far more qualified volunteers than we do, and they must be very happy saluting the powers that be. In my own association there is a direct correlation between how informed the public is and how many volunteers we have to carry out the duties of the association. Although it is much more comfortable to operate without "sunshine" in the long run I believe it is bad for the association.

JonD1
Posts: 2,350

Posted:

I have to comment after reading several posts regarding this topic.

The minutes are not a tool to inform the property owners of the actions of the Board. They are rather an official record of the actions taken by the Board. An official reocrd does not include personal input or a slant just the facts.

Our Board is not required nor in the habit of providing copies of the minutes.
In 23 years how many requests for minutes have been submitted? ZERO!

In court the person recording the proceedings does not include anything other then the pertinent information the same should be true with the minutes.

Why would you use the minutes to inform the property owners this is NOT their function.

As to the question of who reads the minutes I would have to guess very few owners bother to read the minutes if provided or any other material sent out by the Board. Owner interest for the most part is very low from my expierence
and from what I have heard at CAI meetings. That is reality I doubt many owners wait each month for the minutes to read at bedtime.

In the real world in my opinion not ALL Board actions need to be detailed to the owners. Not every discussion nor decision needs to be shared. For some with no expierence serving on the Board this openness might sound wonderful but in reality this would cause complications with the activities of the Board any Board.

The Board is elected to manage and oversee the operations of the property not to inform every owner of every step along the way. If you desire that sort of involvement then run for the Board.

For those who have not served on a Board there are many discussions which take place which should not be made public to the property owners and using the minutes for such a purpose is in my opinion counterproductive.

There is a reason that CAI recommends that limited mintues be kept. And if the Secretary has a problem doing so they should be replaced. Your first responsibility is to the Board and the property not what YOU believe should be done.

ArtN (Massachusetts)
Posts: 48

Posted:

Hi, JohD1, please clarify the below as you stated in your posting response. I am so green that I am having problems reading some posts with opposite views of my present mind set regarding owners being inform as much as possible, but am willing to try to do the best for the Association, no matter what.

You wrote: There is a reason that CAI recommends that limited mintues be kept. And if the Secretary has a problem doing so they should be replaced. Your first responsibility is to the Board and the property not what YOU believe should be done.

PLEASE LET ME KNOW WHERE I CAN READ THAT THE CAI RECCOMENDS THAT LIMITED MINUTES BE KEPT. THANK YOU.
ALSO PLEASE HELP ME UNDERSTAND THAT THE FIRST RESPONSIBILITY IS TO THE BOARD, AS THE WAY I SEE IT, BOARD MEMBERS ARE RESPONSIBLE TO THE ASSOICATION (OWNERS).....WHERE AM I GOING WRONG?

RESPECTFULLY,

ARTN

ArtN (Massachusetts)
Posts: 48

Posted:

Hi, robtG, please allow me to choose the minutes I would permit, if I was sitting on the Board......even though I would like to keep Owners in formed. I will state my choice and reason in CAPS....Thanks ArtN

believe the discourse between Susan and Art show the problems with HOA boards. I do believe Susan is on target and Art is off base,

I CAN UNDERSTAND WHY YOU WOULD, A DESCRIPTION OF HARIETTS MINUTES HAVE NEVER BEEN SHOWN, HARRIET HAS ONLY CLAIMED TO TYPE MINUTES WITH SOME COLORFUL WORDS TO ALLOW OWNERS TO UNDERSTAND AND I AM SURE SHE WOULD CHOOSE THE SAME MINUTES YOU USE FOR EXAMPLES AS I CHOOSE...... but it really shows just how far apart many people think on the subject of minute taking.

I can envision two sets of minutes for the hiring of a new management company.

A - New Business - Management company
"The board discussed various options for a new management company. Joe and Tom were not happy with the pricing of the proposed new company however they felt the company could do a reasonable job. Mary had heard talk that the proposed company had not done a good job at the HOA next door. A vote was taken and passed. The new management company will be notified they will start on July 1."

B - New Business - ARTN.....CHOOES B....YES NO ONE TYPES MINUTES USING THE A DIALOG OF HE SAID, SHE SAID..NOT APPROPRIATE, PLEASE.........
"A motion was made by Fred to contract with Management Company XYZ starting July 1 utilizing the contract provided at the rate stated in the contract. The motion passed."

Both minutes give the same conclusion. However, people like Susan, myself and numerous other would contend that version B is the correct way. Art and others would like to use version A. However, version A makes statements that are not official actions of the board, but rather opinions of individual members. When the vote is taken, it does not make any difference how many vote for the motion, as long as it passes it is the action of the entire board.

HI, ROBTG, I WOULD HAVE LIKE TO SEE THE BOARD CHOOSING A, OR B TO TAKE SOME MORE TIME TO LOOK INTO WHAT EVER THE REASON WAS THAT MARY STATED, THERE MAY BE A PROBLEM WITH THE MC, WITH JOE AND TOM NOT HAPPY WITH PRICING, WHY WOULDN'T THE BOARD WANT TO MAKE AN EFFORT TO INVESTIGATE MORE TO BE SURE. THIS BOARD ENTERED INTO THE CONTRACT WHEN THERE WAS QUESTIONABLE SORTS. SORRY ONLY MY TWO CENTS WORTH, WHERE AM I GOING WRONG, PLEASE........ARTN

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By ArtN on 06/10/2007 6:35 PM
I WOULD HAVE LIKE TO SEE THE BOARD .... TAKE SOME MORE TIME TO LOOK INTO WHAT EVER THE REASON WAS THAT MARY STATED, THERE MAY BE A PROBLEM WITH THE MC, WITH JOE AND TOM NOT HAPPY WITH PRICING, WHY WOULDN'T THE BOARD WANT TO MAKE AN EFFORT TO INVESTIGATE MORE TO BE SURE. THIS BOARD ENTERED INTO THE CONTRACT WHEN THERE WAS QUESTIONABLE SORTS. SORRY ONLY MY TWO CENTS WORTH, WHERE AM I GOING WRONG, PLEASE........ARTN

Nothing wrong with having discussion prior to voting, it is part of the process. How do you know they didn't? But to include discussion in the minutes is not prudent for legal reasons.

RobertG (Arizona)
Posts: 505

Posted:

To JonD1 you stated -
"In the real world in my opinion not ALL Board actions need to be detailed to the owners. Not every discussion nor decision needs to be shared. For some with no expierence serving on the Board this openness might sound wonderful but in reality this would cause complications with the activities of the Board any Board.

The Board is elected to manage and oversee the operations of the property not to inform every owner of every step along the way. If you desire that sort of involvement then run for the Board.

For those who have not served on a Board there are many discussions which take place which should not be made public to the property owners and using the minutes for such a purpose is in my opinion counterproductive. "

I am not sure exactly what you mean by implying some of the actions of the board should not be made public. Every discussion, except those protected by open meeting laws (if your state has them) must be made public. This is exactly what will lead to the distrust that is voiced by so many homeowners. I would even err on discussing more in public than less. Our open meeting laws have 4 exceptions of items which can be held in executive session, but the MAY be done there, they don't HAVE to.

But we are digressing from the real point of the topic.

RobertG (Arizona)
Posts: 505

Posted:

I really find this discourse interesting. If those who believe the minutes should be the basic statement and outcome of the motion can't convince the others, then how will I ever convince our board they are way off base?

Just to show how bad it can get (and this is not the norm), here is an excerpt from one of last years minutes. I have changed names, etc. You tell me what the board really did.

"OLD BUSINESS

Treeline /landscaping

Fred reported that he had heard from Mary Tomas regarding this matter. Our management company is moving and she has been busy with the move.

Location of Next Meeting;

Tom made a motion to have meetings at Town House for the rest of 2006. Motion was approved

NEW BUSINESS

A. Fred Jones withdrew.
B. Tom working with the City on this matter.
"

JudithC (Virginia)
Posts: 253

Posted:

Robert, those are just bad minutes. They give irrelevant details and don't state what they should. Your other example was similar. After all this talking about minutes, I found the article http://realtytimes.com/rtcpages/20070502_properhoa.htm
interesting. You note as he numbers the items he says "at a minimum". In this framework though one could have good minutes that were informative. Certainly our board sometimes has discussions and action items that result from that. I like all motions and action items to be bolded or highlighted so it is easy to scan down and make sure that everything got done from one month to another.

RobertG (Arizona)
Posts: 505

Posted:

to JudithC - I may have not made myself clear. My point of putting the exact minutes of a board meeting was to emphasize that IF this is the mentality of the secretary and I can't convince you and others that the version B of my example minutes are not the right version, then how am I going to convince our HOA secretary?

I also read the article you referenced. I think this is an opinion of one person, not a statement of any particular facts. I believe the author relies on the use of Robert's Rules of Order (which most HOAs have not adopted) and thus makes some conclusions that may not necessarily work for everyone.

One point he alluded to that hasn't even been discussed is the recording of action that has amendments. Many want to include the original motion, then the amendments, its outcome and then the final vote. No. All that should be recorded is the final motion and the success or failure (unless a specific requesting for the voting to be recorded by board member).

JudithC (Virginia)
Posts: 253

Posted:

Robert, I am not sure what those minutes have to do with what we are discussing (or what I was discussing, and I think others also) that is my point. It appears that you have an exact way you want your minutes to be taken. Perhaps you can work out a compromise with other people in your organization about what works best for your particular group. Or, if it is important enough to you, and you have enough volunteers, don't compromise, just force everyone out that doesn't agree with you.

TomK2 (Ohio)
Posts: 39

Posted:

Board meetings should be run under the Roberts Rules of Order. The minutes are to record the time the meeting opened and closed, what board members are present and then "what is done or acomplised" not what is said. Record only motions passed or not passed, who voted and who did not. The way it should go is: A motion is made- the motion is seconed- motion is open for discushion- motion is voted on. "END of story". The minutes of the last meeting are read at the next meeting. Voted on, excepted or revised and entered into the current meeting minutes. Why would you want to tell about an owner that was asked to leave because of whatever or give a blow by blow discription of a heated discussion, your not a news paper reporter. You are a secretary of a corporation.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

Harriet: After all this discussion, let's hear from you!!!!

RobertG (Arizona)
Posts: 505

Posted:

I am putting this in from Harriet as she put it into another thread - hope she doesn't mind. This just finishes the loop -

" 06/16/2007 3:07 PM Quote Reply
Someone emailed and asked me to respond to my mail, so, here goes. All the responses were sincere and helpful. Not a smart aleck in the bunch! I appreciate all the responses and am trying my best to use the information in a constructive way. While I still disagree that minutes have to be so so concise and the news has to be kept close to the board members' chests, I do understand that someone just "running off at the mouth" could put the board at jeopardy. I did drop off the board because after much thought and thinking about issues that have come up over the past three years, I don't feel that I know enough to have to be so responsible. It seems to me that my fellow board members want to run our little 88 member association like we're IBM and I want to run it like the local Mom and Pop grocery store. We are far far apart in our attitudes about sharing information.Anyhow-hope I can be as useful to someone as ya'll (yes, I'm from the deep south) have been to me. Thanks to all!
Harriet"

MicheleD (Kentucky)
Posts: 4,491

Posted:

You know, it's unfortunate that Harriet feels that she should be off the board.

We had a similar sort of mindset with one of our "original" board members last year and he chose to resign because, in HIS mind, he just wanted to run a nice friendly little board and keep things informal and "neighborly."

The HUGE problem with that position is that the STATE does not recognize a Residents or Homeowners Association as an Informal, cozy entity. It is a legal corporation, granted not a very BIG one, and the board members have a fiduciary responsibility to run the HOA as legally as the possibly can. How minutes are to be produced is just ONE part of a LOT of legal issues the board must deal with in the day-to-day operation of the CORPORATION of the HOA.

The gentleman on our board who resigned last year was one of the original board members when the Developer turned the HOA over to the residents. I was also on that original board. Of the 5 members who began it, we were the only 2 that were there from the beginning. None of us had EVER been involved in this sort of thing before and we made a LOT of mistakes and, granted, did a LOT of things that would be very frowned upon today, including the way we handled minutes, quorums, etc.

This gentleman also ran the Architectural Control Committee from day one. One of the reasons he was resigning was because the board wanted to "formalize" the ACC process. We wanted to log in all requests, have forms the residents would fill out, have a certain time period that we had to reply with approve/not approve, and have a follow up inspection to assure that the resident complied with all appropriate details of the request/approval.

He did not want to have to do that. He had worked for several years only giving written approval in a handful of instances. He often would approve one resident's project, while disapproving another resident's project that was almost identical. His reasoning to the board was that he knows Resident A and knows he would keep it up, where he's not so sure Resident B would.

Because the board CAN develop processes and policies, he did not like the fact that we were no longer "friendly" and were trying to run the HOA now like a company with rules, etc. !!!!!!!

At any rate, long winded, and I could get even more detailed, but the fact is point is the Board doesn't have the luxury of being "mom and pop" about an HOA, regardless of size.

JudithC (Virginia)
Posts: 253

Posted:

I think it is a shame Harriet felt she had to quit also. IMO part of the responsibility of the board is to reach out to the membership and inspire interest in as many as possible. That is laying the foundation for a healthy association years into the future. I consider it a failure of leadership that they could not have worked out this situation for the good of the community.

SusanJ2 (Florida)
Posts: 2

Posted:

The bottom line - minutes are a legal document. They should contain accurate information. When a motion is made it doesn't need to be "fattened" and shouldn't be. It should be stated exactly as the motion was made. Why does it have to be interesting? It's a motion!

I'm sorry you feel that your Board wants the association to be run like a corporation. Oh that's right it is a corporation.

RobertG (Arizona)
Posts: 505

Posted:

It is too bad that Judith and Harriet don't see the two important points that have been made.

1. Harriet made the comment about the comparison with running the board like IBM. The point is, it must be run just like IBM. Both have the same legal responsibilities, the only difference is size.

2. Both Judith and Harriet want to give the idea the board is a bad board because they want the minutes to be written in the proper way. They imply that the board is withholding information so that homeowners can't find out what is happening at the board meeting. I would place a bet that every one of those board members would be willing to share the information with homeowners through the correct medium - the minutes are not that medium.

Please don't think the board is trying to be a secretive club and holding out the inner secrets. Bad boards do, but good board don't.

JudithC (Virginia)
Posts: 253

Posted:

"Both Judith and Harriet want to give the idea the board is a bad board"

You know, on the message board that I ran one of the rules was never to say that you know what someone else is thinking or their motivation. It is a good idea as the above is both offensive to me and incorrect.

If anything I think that Harriet's board lacks leadership because they could not figure out how to effect a compromise and keep a valuable member of their community involved. Why do I consider her valuable? I believe that the motivations to inform the membership and create interest in the community are solid gold. We need more of that, and I believe if you ask any community professional they will agree with me on that sentiment.

I also believe that the ferociousness of the attacks on her minutes (which none of us had read)on this message board were both uncalled for and uncaring. I reread her posts and people were making up all sorts of things about her minutes that she did not say. It seemed like a feeding frenzy to me. I also suspect that people piling on at the end was not necessary. Harriet was not responding any more, why was there this desire to keep shoveling the same old tired opinion? Oh, I forget, it is not opinion it is "fact".

MicheleD (Kentucky)
Posts: 4,491

Posted:

I believe that to imply the board lacked leadership by not trying to work out a compromise is also not quite accurate.

I think the lack of compromise may well have come from Harriet herself, feeling as strongly as she did about the "minutes."

Harriet: "I plan to retire from the Board if they are right becasue I feel so strongly about this. "

Harriet: "It's not like I go way out on a limb and give my personal opinions- I just try to instill some humor and make it interesting to read and, be informative. Oh well, I just think it's time for me to quit. "

Harriet: "I think I'm just too disapointed to start a newsletter."

Harriet: "Thanks, I'm just disappointed that I can't let members know the details of what's going on.They tried a newsletter before but it was just a repeat of the minutes and very boring.No one wants to read the minutes twice. "

Harriet: "I do "fatten" out the motions and issues and still stay between the lines. I take the time to thank members for volunteer work or remind members in a humorous way, if possible, about the rules that are being broken. I feel, as a member myself, that people need and want to know what's going on. "

I think from these comments that the board probably doesn't have a problem with any newsy stuff going out, but was pushing Harriet to do the official "minutes" in the manner they feel is the right way.

From these responses, to me, it seems that it is Harriet who does not want to meet the board half way or work on a compromise. One of her last comments above gives her position quite firmly, in my opinion, and she has clearly stated that anything less than that and she prefers not to participate.

I truly am disappointed that Harriet chose to leave the board rather than try to work some compromise out, but it's her choice, obviously. I'm certain that her newsy format, or her humor-added format was probably well received by the residents and there was no reason for her to stop that as long as she clarified that that version was a news report, and the official minutes were prepared in the format required by the board.

I also don't think anyone "piled on" Harriet, but I did detect a stance by her that we were more or less "siding" with a close-to-the-chest style of communication and she was all for informing and keeping things transparent.

I don't think that's what people were doing at all. There was a great deal of effort by people responding to separate their position on official minutes from "newsletter" style reporting that is NOT an official minute document.

GloriaM (North Carolina)
Posts: 829

Posted:

Harriet:

I would utilize your writing skills in the Social and newsletter committee. Although the Minutes are to be drawn up in a factual standard way, you could still benefit your community by writing a newsletter and keep the Owners informed that way. I hope you consider staying and continuing your volunteering and use your humor and skills in another avenue.

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