effort to obstruct

Started by JamesC32 • 9 replies • 1650 views

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JamesC32 (California)
Posts: 20

Posted:

We have one board member, currently an officer, who becomes defensive when it's suggested that the minutes need to be an accurate record of all decisions made by the Board. The latest incident is that an important change was made to a decision made by the Board, and this decision was not recorded in the minutes. When asked about this, the officer in question (who was angry this was being brought up) said the minutes are nothing more than a reference, and changes are made all the time. This is not the first time changes have been made to decisions, and not reflected in the minutes. The reaction of this board member (who feels she IS the Board in its entirety) is always the same.

My feedback was that this leaves owners (who rely on the minutes for a record of what their Board is doing) are left with incomplete information, and this leads to a general not trusting what the Board does.

Ideas?

KerryL1 (California)
Posts: 14,550

Posted:

Are you on the board, James? How many are on your board?

Changes to the accepted minutes must only be made at meetings. If they are open meeting minutes, the board must vote to amend them in an open meeting. Meetings must, indeed, accurately reflect motions, votes, etc. they are a record that the HOA must keep forever and are y used as evidence in courts of law.

In CA, owners must be able to have access to the draft open mtg. minutes 30 days after the meeting. They can have access to any approved open mtg. minutes at any time.

My question is why are there so many changes to the already-approved minutes??? OR, are you taking about corrections to the draft minutes????

KerryL1 (California)
Posts: 14,550

Posted:

JamesC32 (California)
Posts: 20

Posted:

I am a new board member.

The two most recent incidents are minor, but important, changes to decisions that were made at a meeting, and are not reflected in the minutes.

A recent communication from the board referenced a decision with which I was not familiar. I replied that I was not aware of the decision, and was told that it was made at the previous meeting (where I was not in attendance). I then checked the minutes -which should reflect that change - and found no reference to it.

I then asked how that had happened, and was told (by the officer) that minutes are only a reference and decisions will change as the Board needs them to. In other words, she wants the right to change things without having to be held accountable for what the minutes reflect.

There is more going on here which involves this officer's attitude that she is in charge of everything, and that other board members will automatically agree with her position on things.

LarryB13 (Arizona)
Posts: 4,099

Posted:

James,

May I suggest that at all future meetings you take a tape recorder with you. Place it conspicuously in front of you and turn it on for the duration of each meeting. If anyone asks, tell them you wish to have something to refer back to because the minutes are not an accurate reflection of the meetings.

KerryL1 (California)
Posts: 14,550

Posted:

Minutes can be corrected at any time. So, ask the president to put the minutes on the next agenda for proper correction.

How many directors are there?

Please see davis-stirling.com for these CA attorneys' discussion of minutes. their first sentence is most important: the minutes are the official record of the Association...

In CA, we may not record the proceedings without permission from the board.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By KerryL1 on 11/16/2015 3:19 PM
In CA, we may not record the proceedings without permission from the board.

I looked at Davis-Stirling and found a legal conclusion ("Neither individual board members nor attendees at a board meeting have the 'right' to electronically record board meetings") without reference to any authority. They cite Civil Code 4925(a) but nothing in that section of the law mentions anything about recordings. This looks like one more time where DS is full of BS. In fact, nothing they cite supports or refutes the argument that members may be prohibited from taping a board meeting.

If it was me, I would have my tape recorder and I would encourage each and every owner to film away with their cell phones.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Larry,

Per CA statute, Penal Code § 632, all parties of a conversation must give consent to be recorded. Hence, DS saying that there is no right for a member or Director to record a meeting would be accurate.

For a summary of CA Wiretapping laws see: Reporters Recording Guide - CA page.

KerryL1 (California)
Posts: 14,550

Posted:

Thanks for looking it up so that I don't have to, Tim. I know you're correct.

To be picky, it's best to refer to the Davis-Stirling website as exactly that or as D-S.com. Otherwise some think the reference is to the actual Davis-Stirling statutes.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By JamesC32 on 11/16/2015 12:15 PM
We have one board member, currently an officer, who becomes defensive when it's suggested that the minutes need to be an accurate record of all decisions made by the Board. . . . When asked about this, the officer in question (who was angry this was being brought up) said the minutes are nothing more than a reference, and changes are made all the time.

Suggest you point out that the minutes are considered the official record for the Association and would be used to defend the Association in court. Then provide him the following references:

Board Meeting Minutes – Part I from Nonprofit law blog

The Importance of Corporate Minutes

Davis-Stirling minutes page

Corporate Minutes from the Business Advisor

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