Board minutes re: Covenants

PhilC5 (Washington)
Posts: 4

Posted:

If, as a director and during a board meeting, I request a covenants paragraph be read by the secretary FOR THE RECORD isn't the secretary required to include the exact text of the covenants paragraph in the minutes?

I specifically requested this occur at our last board meeting because other board members are attempting to change the language of a particular covenants paragraph via a separate document using language that does not exist in as recorded and filed with the county auditor.

The draft minutes were distributed to board members Tuesday, and the covenants paragraph was not recorded in the minutes just a statement the secretary read the specific paragraph. I challenged the secretary, and stated my request the covenants paragraph be read FOR THE RECORD required it be written into the minutes.

I have corrected the current board majority many times, but they ignore my input. My specific request was to show the action they took in approving the document at our most recent board meeting cannot take precedence over the actual covenants.

SheliaH (Indiana)
Posts: 6,964

Posted:

As long as the secretary read the proper citation and it's recorded as such in the minutes, I don't think the exact text is needed - if people really want to know what it says, all they need to do is get off their behind, pull out the documents and read it for themselves.

Better yet, find that page of the CCRs, highlight the citation and attach that to the minutes. Done and done.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

PhilC5 (Washington)
Posts: 4

Posted:

Quote:

Posted By SheliaH on 10/26/2017 12:15 PM
As long as the secretary read the proper citation and it's recorded as such in the minutes, I don't think the exact text is needed - if people really want to know what it says, all they need to do is get off their behind, pull out the documents and read it for themselves.

Better yet, find that page of the CCRs, highlight the citation and attach that to the minutes. Done and done.

Thanks for your reply Sheila, but this wasn't so much for other people as it was to highlight their action during the meeting requiring members to comply with things not in the covenants. I can quote covenants from memory and they have no clue what they're doing. They think by virtue of them having a majority they can do whatever they want.

The secretary updated and distributed the draft minutes after I posted my question. The minutes now contain the exact text written into the minutes just as it should have been.

Our covenants can only be changed in whole or in part by written instrument of the "majority of the owners of record" agreeing to do so. The board cannot change, alter, add, or amend the covenants in any manner and that's exactly what they did.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Phil,

Minutes are supposed to be a record of the decisions made. They are not to be a verbatim record of the discussions held prior to any vote.

PhilC5 (Washington)
Posts: 4

Posted:

I know Tim, but you have no idea how this board operates. There are many, many issues, not the least of which is their lack of understanding as to what should, and should not, be in the minutes.

Can't tell you how many times I've stated "minutes are a record of actions taken, not what was said". I'm in the minority so they just vote how they want and move on. All I can do is all I can do.

AugustinD
Posts: 5,144

Posted:

Phil, I am in a similar position. My HOA's secretary and president approve Minutes that are pages long, whereas typically there are five or less motions at any meeting. The Minutes contain long remarks from members. The goal is to intimidate people from speaking. Also locating 'what was done' (via motions) in the Minutes is a chore. But I am a minority on a 3-member board. Your best bet is to get a like-minded majority elected.

KerryL1 (California)
Posts: 14,550

Posted:

I have sympathy for you, Phil. You are on record as having voted against this illegitimate amendment wording, right?

And I do understand why you wanted the entire wording in the minutes. But I don't know if the secretary had to comply just because you demanded it be on the record. I don't have that firm a grasp on Robert's Rules.

BTW, after our election of 10/24, I fear I may soon face similar problems as you & Augie have on the Board here.

KerryL1 (California)
Posts: 14,550

Posted:

I have sympathy for you, Phil. You are on record as having voted against this illegitimate amendment wording, right?

And I do understand why you wanted the entire wording in the minutes. But I don't know if the secretary had to comply just because you demanded it be on the record. I don't have that firm a grasp on Robert's Rules.

BTW, after our election of 10/24, I fear I may soon face similar problems as you & Augie have on the Board here.

PaininyourA
Posts: 215

Posted:

Quote:

Posted By PhilC5 on 10/26/2017 10:35 AM
If, as a director and during a board meeting, I request a covenants paragraph be read by the secretary FOR THE RECORD 1* isn't the secretary required to include the exact text of the covenants paragraph in the minutes?

I specifically requested this occur at our last board meeting because other board members are attempting to change the language of a particular covenants paragraph via a separate document using language that does not exist in as recorded and filed with the county auditor.

The draft minutes were distributed to board members Tuesday, and the covenants paragraph was not recorded in the minutes 2* just a statement the secretary read the specific paragraph. I challenged the secretary, and stated my request the covenants paragraph be read FOR THE RECORD required it be written into the minutes.

I have corrected the current board majority many times,3* but they ignore my input. My specific request was to show the action they took in approving the document at our most recent board meeting cannot take precedence over the actual covenants.

1* no

2* perfect - the members can read from THEIR copies

3* ask yourself WHY ?!

As long as your objection and vote were recorded the secretary did her job.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By PaininyourA on 10/26/2017 3:40 PM

Posted By PhilC5 on 10/26/2017 10:35 AM
If, as a director and during a board meeting, I request a covenants paragraph be read by the secretary FOR THE RECORD 1* isn't the secretary required to include the exact text of the covenants paragraph in the minutes?

I specifically requested this occur at our last board meeting because other board members are attempting to change the language of a particular covenants paragraph via a separate document using language that does not exist in as recorded and filed with the county auditor.

The draft minutes were distributed to board members Tuesday, and the covenants paragraph was not recorded in the minutes 2* just a statement the secretary read the specific paragraph. I challenged the secretary, and stated my request the covenants paragraph be read FOR THE RECORD required it be written into the minutes.

I have corrected the current board majority many times,3* but they ignore my input. My specific request was to show the action they took in approving the document at our most recent board meeting cannot take precedence over the actual covenants.

1* no

2* perfect - the members can read from THEIR copies

3* ask yourself WHY ?!

As long as your objection and vote were recorded the secretary did her job.

I agree.

JanetB2 (Colorado)
Posts: 4,219

Posted:

LOL ... I can see I am going to be in the minority ... but I say YES and agree with the OP. There are some instances where you would want a section noted "for the record" if continually violated. When I was on various boards with my local city there were a few times (not many) where for the record was needed. This was especially helpful for Board of Adjustments because this BOD could not be overturned by the City Council. Our Board of Adjustments decisions were final unless challenged in a Court of Law ... so we had to be careful to protect against such challenges.

SheliaH (Indiana)
Posts: 6,964

Posted:

In that case, all he has to do is prepare a statement with the citation and its text, if he prefers, noting his objections and ask that it be attached to the minutes. If people read it, fine, but if not, at least the information has been preserved. To ensure this doesn't get too wordy, you can limit the statement to one or two pages.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

PhilC5 (Washington)
Posts: 4

Posted:

To close this, yes, I have in the past sent a written objection to actions being taken, requested it be included and attached to the minutes, only to have the majority refuse to do so. The new secretary takes direction from the majority and I know one of the directors is personally writing or editing minutes before the secretary presents them for vote. I have written proof this is occurring.

I am on record voting against this board action, I have email documentation supporting my position, including a detailed explanation referencing our covenants paragraphs. As some here have indicated, there are instances where noting actions of the board, in this case, changing or amending the covenants without approval of the owners, is most definitely warranted. The authority to change or amend the covenants rests with the owners, not the board.

My reason for requiring a specific covenants paragraph be read for the record, and included verbatim in the minutes, has been met.

Thanks for all your feedback.

GenoS (Florida)
Posts: 4,276

Posted:

Good luck to you, Phil. On other matters we've had the same shenanigans with the minutes here on and off for a couple of years. The president insists on being involved with editing the minutes, to the point of, "take out the word 'the' in that paragraph." The secretarty put a stop to that practice and got the rest of the board to agree that such editorial control over the minutes by any officer that's not the secretary is inappropriate.

The larger issue in your case, I think, is potentially scary. If the board is willing to cheat on amending the documents without a homeowner vote, what other corners will they be willing to cut in the name of expediency?