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MaryS7 (Texas)
Posts: 37
Posted:
This is my first time as a board member and I am confused. Last night our Secretary resigned his position on the board, but stated he is still an acting board member. All this came about because of a board vote to cease his practice of recording the minutes at all meetings.

What are the next steps the board takes after receiving his letter?
What are his duties now when other positions are taken? None of the other board members will change their titles.
Is there some kind of protocol? Our HOA is in Texas.

Thank you for your help!
AugustinD
Posts: 5,144
Posted:
It is usually a HOA's Bylaws that speak to (1) election of directors; and (2) appointment of officers (either president, vice-president, secretary, or treasurer). Chances are that this person who resigned as secretary is legally entitled to remain a director without any particular officer designation. In my experience with three HOAs, newly elected directors vote strictly among themselves for the officer positions, per the Bylaws. Read your Bylaws to see what they say about appointing a new secretary. It's entirely possible your Bylaws do not require the Secretary to even be a director.

Your HOA does need a secretary to record minutes. Alternatively if for some reason you cannot get anyone to be the secretary, you could ask the HOA manager to do the minutes, adding appropriate compensation. Bear in mind Minutes are supposed to be very short, generally listing only motions made and the subsequent second and any vote on the motion. The net has lots of guidance on Minutes. See especially Robert's Rules, newly revised, for guidance.
SueW6 (Michigan)
Posts: 814
Posted:
Many people don't like to take minutes. It takes someone who can listen, take notes, plus contribute at the meeting.

You can hire anyone to take the minutes & transcribe them, BUT you really need a Secretary to submit them to the Board as the true record of the meeting. So the "Secretary" does not have to work that hard, BUT is responsible for the minutes being taken.

SheliaH (Indiana)
Posts: 6,964
Posted:
Check your documents to see what they say about resignations. As others have said, many boards select officers from among themselves, while homeowners elect, re-elect (and sometimes recall) board members. So, the secretary is correct in saying he’s still on the board although he will longer serve as secretary.

The rest of the board should pick someone else, but if no one wants it, you could hire someone to take the minutes and transcribe them, as Sue suggested, or rotate the duty among the board members who aren’t officers. For example, if you have 7 people on your board and four are officers, the remaining three should alternate taking minutes every month. No one should be recording meetings, so they must be willing and able to listen carefully and take good notes. One of these members may find the job isn’t as intimidating as they once thought and offer to take the position permanently.

One way to keep up with the proceedings is to get a copy of the agenda and prepare a document with each item listed and then you can write notes in the appropriate section, later putting them together for a formal document. That's probably what your previous secretary should have done instead of relying solely on a recording (what would he have done if the equipment failed?)

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
KerryL1 (California)
Posts: 14,550
Posted:
Good answers for you, Mary.

How many on your Board? How many homes/condos in you HOA? If you do have a Prop. mgr. (PM), they could write the minutes. Curious to know why the Board voted against recording the proceedings for the purpose of minutes only?

Do take Augustin's advice & see the many samples of minutes online. Your former sec'y may have thought every word needs to in them, but that's incorrect.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Mary

Depending on your docs, he resigned as an Officer (the Secretary) but he is still a BOD Member which is normal. Do not confuse BOD Members with Association Officers.

As to how the BOD handles the Minutes is up to them.
JoyceR2 (Virginia)
Posts: 156
Posted:
Some states by law allow for the recording of regular meetings. Not executive sessions. Not sure the Board can circumvent this law if it exist in your state.

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