Should Open Forum Items be included in The Minutes

Started by AndersH • 25 replies • 4393 views

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AndersH (Arizona)
Posts: 30

Posted:

We are an association of 108 homeowners in Arizona. In the agenda for the BOD meeting we included an open forum. Several homeowners brought up issues and they were answered by the board members. When the minutes from that meeting came out, the open forum items were omitted. When the secretary was asked why the forum items were omitted he replied "Open forum items and opinions are never included in the minutes".

I do not find anything in our CC&R's or our Bi-Laws covering this. Can anyone help in clarifying this?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Although there is a lot of publications that support your Secretary's position, In my opinion, there should be some documentation that an issue or concern was brought to the Board.

The entry should be simple:

A member (or use the name if desired) brought their concern to the Board about xyz.

One main thing to remember. Even though it's the Secretary who writes the minutes. It's the Board who amends and approves them by majority vote. Therefore, if the Board desires an item to be included in the minutes, then they need to vote to amend the minutes to include the item (regardless of the Secretary's opinion on the item).

KerryL1 (California)
Posts: 14,550

Posted:

Here's reply from HOA attorneys in CA:

" There is nothing in the law requiring that owners' comments be included in the minutes. Most associations do not include them so as to avoid potential defamation issues. ...

Open Forum. If boards want to include open forum comments by members, the minutes should generally state matters such as: "During open forum, one owner made suggestions about the landscaping around the pool, another owner asked the board to purchase new furniture for the lobby, and two owners complained about a loud party on Saturday night." If an owner expresses his opinion that the maintenance man should be fired, this comment should not be included in the minutes--they might state that "one owner expressed an opinion about personnel matters."

Board Responses. The minutes can also reflect responses by the board such as, the board asked the first owner to join the landscaping committee, the board declined to purchase new furniture since the furniture is only a year old, the board said it would contact the owner who had the party, and the board would review personnel issues."

Davis-stirling.com-> Main Index -> Minutes

AZ laws are different though similar to CA. And your question raises another: How are Owners questions & comments recorded in your minutes that occur during the business portion of your meetings? I ask because It's my understanding that in AZ, Owners are permitted to comment on every agenda item.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By AndersH on 02/23/2016 3:18 PM
We are an association of 108 homeowners in Arizona. In the agenda for the BOD meeting we included an open forum. Several homeowners brought up issues and they were answered by the board members. When the minutes from that meeting came out, the open forum items were omitted. When the secretary was asked why the forum items were omitted he replied "Open forum items and opinions are never included in the minutes".

I do not find anything in our CC&R's or our Bi-Laws covering this. Can anyone help in clarifying this?

Minutes are not a blow by blow, word for word description. In many cases all they have to include are motions made and voted on. Nothing else.

If one wants to know word for word than attend the meeting.

RichardP13 (California)
Posts: 3,868

Posted:

I occasionally take the minutes for the some of the associations I manage. I have a rule and this also applied when I was Board president to put the heading of Open Forum in the order in which it was held and in general terms, what topics were brought up. This would dispel any legal challenge whether or not an Open Forum was properly held.

CYB

GenoS (Florida)
Posts: 4,276

Posted:

I have mixed feelings on the subject. The minutes should reflect what was done at the meeting, not what was said. Having said that, an open forum for member statements is required by state law and appears on our agenda every month so I do include a summary of remarks made. I leave out names.

KerryL1 (California)
Posts: 14,550

Posted:

I'm with Tim; the sec'y does not have the power to keep anything out of the minutes. Only the board can amend them, which might mean adding the topics that owners brought up.

It seems to me that your Board needs to make a resolution about this topic, Anders.

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By KerryL1 on 02/24/2016 10:05 AM
I'm with Tim; the sec'y does not have the power to keep anything out of the minutes. Only the board can amend them, which might mean adding the topics that owners brought up.

It seems to me that your Board needs to make a resolution about this topic, Anders.

But Kerry, you stated that, there is nothing in CA law that requires owners comments be in the minutes, this according to your CA attorney sources. How is it now, that what the OP stated is now wrong?

Open Forum in CA is required. IF references in the minutes are omitted, how would one know they took place?

KerryL1 (California)
Posts: 14,550

Posted:

There is no contradiction, Richard. If a majority of the Board want open forum remarks in the minutes, they simply vote to include them. The sec'y has no power to make that decision alone.

You wrote, Richard: "IF references in the minutes are omitted, how would one know they took place?" When directors attend meetings, they certainly know what the comments are and what took place.

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By KerryL1 on 02/24/2016 1:00 PM
There is no contradiction, Richard. If a majority of the Board want open forum remarks in the minutes, they simply vote to include them. The sec'y has no power to make that decision alone.

You wrote, Richard: "IF references in the minutes are omitted, how would one know they took place?" When directors attend meetings, they certainly know what the comments are and what took place.

Question: If item that's not on the agenda is raised during open session, can a decision be made? Or does that create a problem with prior notice requirements?

Sikubali jukumu. Read all posts at your own risk.

GeorgeR8 (Arizona)
Posts: 182

Posted:

Quote:

Posted By JohnC46 on 02/23/2016 5:55 PM

That's what we do. No motion, no vote, no mention in minutes. Sometimes a topic of a discussion will be mentioned but nothing that anyone said.

KerryL1 (California)
Posts: 14,550

Posted:

You & John are right, imo, George. But the OP's question is about open forum. John is in a closed meeting state so Owners can't even attend board meetings unless the board invites them. You're in an open mtg. state and must, so far as I know provide Owners with an open forum period. Your board, most likely can decide whether or not open forum comments appear in the minutes.

We put them in our minutes as a salute to Owners who care enough to attend our open board meetings, and to show that they may express themselves.

Yes, NpS, if an Owner seeks a decision on a matter that's not on the agenda, the Board may not act on it in CA due to the 96hrs. notice requirement. there are exceptions if it's a newly-discovered emergency or something urgent. Otherwise it would wait for the next open mtg. This is stated on our Owner Comportment guideline.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kerry

A bit of a clarification. Owners can attend our BOD Meetings. They do not need an invite from the BOD. We cannot bar them from attending. Granted we do not have the notification procedures of BOD Meeting that other states have. Yes you can attend, just good luck on finding out where they are...LOL

Most of our business is conducted via phone and Email. The BOD rarely meets. We are a pretty simple operation (no amenities, no employees, etc.) and we pretty well let the PM run the show.

Any Covenant or Bylaw changes (only one in the last two years) are done at the Annual Meeting and all are properly notified that such a vote will take place. Overall, our owners are a complacent, happy group.

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

BUT, what about the homeowners?

ArtT5 (Illinois)
Posts: 84

Posted:

As a formal legal matter, minutes serve as a record of the Board's official actions. Based on this notion, some authorities recommend excluding anything that doesn't relate to a motion before the Board.

However, members of the community have a legitimate interest in knowing what went on at the Board meeting, and this interest extends to those who were unable to attend, and even those who simply chose not to attend. One possible approach is to have minutes that exclude anything other than action items, but supplement them with an informal report to the community that includes at least a general description of these discussion topics, to let people know these issues have been raised before the Board. I'm guessing that few communities have such an arrangement, so a reasonable alternative is to broaden the purpose of the minutes to include communication concerning other matters raised but not acted on at the meeting. Although this approach steps outside the strict parameters of what is to be included in minutes, it provides a practical approach to enhancing communication to members. It would be hard to argue that it is a requirement, but in the absence of some other mechanism for letting people know what was discussed at the Board meeting, it makes sense.

RichardP13 (California)
Posts: 3,868

Posted:

The Secretary of the OP's community stated "Open forum items and opinions are never included in the minutes". STATE your authority!

I've been taught, through various organizations, whether public or private, and especially in the State of California, that minutes follow the outline of the agenda.

For example, if an item is on the agenda for discussion and/or action, it should be noted in the minutes. If the topic was tabled, then that should be noted in the minutes, not left off.

Open Forum is a legal requirement in the State of California. Therefore, Open Forum needs to be place d somewhere on the agenda and should be in the minutes of the same meeting. AT the very least, only the topics brought up should be noted in the minutes. Or you might go one step further. A homeowner asked when the street get cleaned. The Board or PM state every Wednesday. Put that in the minutes.

With today's technology many members will see the minutes on their website, web portals or via email. When in writing it shows that someone just didn't blow the comment or remark off.

KerryL1 (California)
Posts: 14,550

Posted:

What is your point, Richard?: "BUT, what about the homeowners?" Since we do put open forum comments, questions, etc. in our minutes, the Owners who attended and those who didn't read these, if they wish on our website, after the minutes have been approved.

I agree with you most recent post, Richard, especially that every agenda item be noted in the minutes. So, we had one last night: "The Board decided to take no action" is in the minutes. But is it was not postponed to our next meeting, which is what I think you mean by "tabled." My understandings is that "tabled" refers to agenda items that are "layed on the table" to be discussed later in the same meeting. I may be wrong, though!

Right, Art, I especially like your "...it provides a practical approach to enhancing communication to members."

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By KerryL1 on 02/24/2016 6:18 PM
What is your point, Richard?: "BUT, what about the homeowners?" Since we do put open forum comments, questions, etc. in our minutes, the Owners who attended and those who didn't read these, if they wish on our website, after the minutes have been approved.

I agree with you most recent post, Richard, especially that every agenda item be noted in the minutes. So, we had one last night: "The Board decided to take no action" is in the minutes. But is it was not postponed to our next meeting, which is what I think you mean by "tabled." My understandings is that "tabled" refers to agenda items that are "layed on the table" to be discussed later in the same meeting. I may be wrong, though!

Right, Art, I especially like your "...it provides a practical approach to enhancing communication to members."

You would need to know the rules as it applies to "tabled" items.

ArtT5 (Illinois)
Posts: 84

Posted:

Part of the problem in determining what's proper here is that HOA Boards typically do not operate according to any clearly defined set of procedural rules. There may be a vague sense that they are (or should be) following Robert's Rules of Order when the reality is that no one on the Board has a clue how those rules work, and there are aspects of those rules that aren't well suited to HOA Board meetings. In particular, they don't anticipate meetings at which it is proper to discuss matters that aren't part of the Board's formal business, or for persons who are not members of the Board to participate in discussion.

If you ask a lawyer, you may be told the minutes should include only a record of the Board's actions: motions that were presented and the votes on those motions. Discussion that doesn't pertain to a motion wouldn't appear in the minutes. That's the traditional legalistic approach to maintaining minutes, but it ignores the reality of how HOAs operate. Homeowners who didn't attend the meeting may want to know there was some general discussion of hiring a pool attendant, or that someone reported an item stolen from the clubhouse. Absent some other method of communicating that this discussion occurred, it makes sense to mention it in the minutes.

CfD (Virginia)
Posts: 265

Posted:

I think open forum generally should be included in the minutes. Homeowner making the comments should be asked if he or she wishes to be identified in the minutes and leave the choice up to them.

The minutes of our association are embellished, and any homeowner comments are sometimes deliberately taken out of context or their concerns altered in the minutes to paint the homeowner in a bad light or the board in a favorable light. This is true especially if comments are made that might suggest the board is not adhering to our governing documents or state law.

Our board makes themselves look very, very good this way.

FredS7 (Arizona)
Posts: 927

Posted:

> IF references in the minutes are omitted, how would one know they took place?

I do not know of any requirement that minutes prove that there was an open forum.

However I suppose one could include a sentence "an open forum was declared and __ homeowners spoke."

The essential thing is that the minutes must record actions by the board, carefully phrased so that there is no question what was decided.

BanksS
Posts: 403

Posted:

My response is slightly off topic as I live in a state where open board meetings are not required and my association prohibits members from attending except upon invitation or if the member has an issue to bring up to the board. In that case the member comes to the board meeting at a time specified by the board and is then required to leave after the issue has been brought up by the member.

Consequently information about community affairs is only provided per board meeting minutes which are available to members only by written request. I am not a board member and have on a number of occasions requested board minutes. These minutes have gone through various phases of complexity. When I first began requesting minutes they were typically a blow by blow account of what was said, by whom, what votes were taken and what decisions were made. Now the minutes have evolved to a couple of paragraphs that appear to me to be purposefully vague.

My preference is the blow by blow account so we know what is going on throughout the year. The association's financial situation is dismal. Last year our funds were depleted and the board borrowed money from a member to keep things afloat. We did have a special assessment last Spring but I have no idea what our financial situation is at this point. A new president was voted in who was going to send out a newsletter every quarter. To date only one newsletter was sent and that was last Summer.

To get to my point, minutes for some of us are the only means by which members receive information. To be sure, taking minutes requires some skill. Blow by blow accounts may be too wordy but just recording what was voted on and the outcome may not be enough information for communities such as mine.

AndersH (Arizona)
Posts: 30

Posted:

Thank you all for your valuable inputs to this discussion. I have learned a lot and I think all of you participating have learned from each other. I will share this information with our board and they can decide what would be most appropriate for our community.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Banks

Be realistic. If Minutes were a blow by blow (word for word) they could well be 30-40 pages long. Even when "editted" we get back to who did, as in flavored the editing.

I say record all meetings (video and/or audio) and let owners who want word for word purchase a copy if they desire to.

BanksS
Posts: 403

Posted:

Quote:

Posted By JohnC46 on 02/26/2016 1:22 PM
Banks

Be realistic. If Minutes were a blow by blow (word for word) they could well be 30-40 pages long. Even when "editted" we get back to who did, as in flavored the editing.

I say record all meetings (video and/or audio) and let owners who want word for word purchase a copy if they desire to.

OK John, poor choice of words on my part. I don't mean word for word but a synopsis of the meeting in chronological order.

I am being realistic, there is no way this board would video/audio tape board meetings. Members can't even attend! I have asked them to open the meetings to the members and they refuse.

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