President resigned during meeting; now wants minutes amended

A couple months ago, our President, who also served as a Director, resigned (both officer and board positions) during a heated, open monthly Board meeting.

Our Secretary has always kept detailed notes of all meetings, since our HOA (which is nearly 20 years old) has never had a functioning Board until recently and we value the need for transparency. For the minutes of the meeting where the President resigned, she accurately described the events, without using specific statements, etc. The following month, the entire BoD voted to approve those minutes and they have since been published to our HOA website.

Our former President apparently read those minutes and believes they paint her in a bad light. Unbeknownst to the Board, she emailed our HOA attorney asking him to compel the Board to amend the minutes. After she emailed him twice (he never responded to her) our attorney emailed us asking us to set up a phone chat with him to get some clarification. That has not took place as of yet.

Is this normal to amend minutes under such circumstances?

whoops, cut off part of the link - see http://www.dummies.com/careers/business-skills/meeting-minutes-according-to-roberts-rules/

I agree with Sheila but especially with Augustine ab out misuse of the word "transparency." In the context it maenad that all actions (decisions) of the Board should be written. But not their discussions, tones of voice , etc.

The minutes only should say something like. At 7:35pm, xxx xxx resigned from her positions as director and board president.

Adam you want her resignations in writing too.

Adam - why open yourself to a defamation of character or slander lawsuit?

If statements are written in the minutes that are personally derogatory to her, other's opinions, accusations, gossip, feelings, interpretations, etc, then she can come back later and sue the HOA.

Minutes of the meeting are the legal record of the corporation. Be sure they are factual and neutral in nature. The facts, just the facts - as the Detective said.

People have given you sample statements to put into the minutes. Use them.

(Our HOA got sued 9and lost) because of a remark made by the President at a board meeting and recorded in the minutes that "he didn't give a damn that someone's mother couldn't get across the bridge for Thanksgiving." The lawyer latched on to that one statement, and it cost us $36,000!)

why not change the minutes- make corrections at the next meeting.......

Here is the portion of the minutes in question; I changed names to officer titles, MAL meaning Member At Large, etc.

Review of Operating Standards: MAL opened the discussion, stating
that he had not conducted a detailed study of the document recently, but indicated he
did not recall having any major objections when he originally reviewed it, stating
only that he thought the ordering and grouping of the points should be redone in order
to have a more user friendly and easy to refer to document. PRESIDENT stated
that she wanted the Operating Standards document removed from the website at the
least. She referred to VP’s questioning (via email) the need to review the
standards and commented she felt they were not necessary and she did not like them,
and that they should be reviewed to determine if they should be eliminated or should
be updated. VP commented the document should remain as it was duly
passed and was not inordinately restrictive, but could be reviewed and updated;
further noting the document had been created and passed to ensure the Board and
Directors operated transparently and appropriately in regards to HOA Business.
MAL queried PRESIDENT in regards to what challenges she had to the
document and she responded that she did not like the document in general as well as
the process by which it had been created. SECRETARY commented that
procedures had been followed in regards to passing the document, noting that PRESIDENT had an opportunity to review and/or object to the document at the time
it was passed and had not done so. PRESIDENT stated that she had had
abstained from voting on the document; VP noted that abstaining was not a
vote against, and also agreed that PRESIDENT had the opportunity to review
the document and did not raise any questions or objections at any time during the
motion or relevant meeting. He also noted the fact that after the relevant meeting had
adjourned, she had stepped back in to comment that one particular item should be
strengthened, and that this was the only point she brought up about it at the time.
Conversation became heated and MAL halted this and stated we should go
through the document to review and discuss changes; VP and SECRETARY indicated agreement, and MAL initiated this intended review by
querying PRESIDENT about the first point of the document. She stated she did
not like it but did not give specifics. The discourse then strayed from that specific
point and dissolved into unproductive and inflammatory dialogue about past events,
with attempts at de-escalation being generally ignored. At this point PRESIDENT abruptly stated that she was resigning from her Office and the Board, and
would provide her resignation in writing at a later time. She gathered her possessions
while continuing to make heated comments. Upon retrieving her phone, through
which TREASURER was participating, she asked him if he was still present, and upon
his confirmation, stated she was hanging up the phone and did so, ending his
participation in the meeting. PRESIDENT left the meeting room at 8:51pm

Appreciate all feedback. I'm not the secretary, but she has always written very detailed minutes. This instance was no exception.

I just was curious to see what others thought about this. We all have different ways of conducting business within our HOAs. The last thing I want is to be part of something which violates any law, i.e. defamation, etc.

Will be interested to hear advice from our attorney.

Pardon. TimB4 did not write what I posted above. Here is what I meant to post:

None of the Minutes appear to be defamatory. But I think they are on a level with fifth grade work, inviting conflict and ill feelings and chilling people from speaking. To me it does not matter that past Minutes provided such detail. Follow Robert's Rules.

I would change Tim's draft only slightly as follows (for readers here; Adam's Board's secretary will do whatever):

Review of Operating Procedures - The Board reviewed the operating procedures adopted by a previous board. Discussion included if the procedures should remain on the website or not. The Board chose to make no changes to the document and keep the document on the website.

Resignation - [name], serving as President and as a Director tendered their resignation at the meeting. The resignation was effective immediately. In accordance with the Bylaws, the VP will perform the duties of the President until the Board addresses the vacancies at a future meeting.

I would just amend and approve the one set of of recent Minutes to what the former President-Director wants (or see if she is good with a highly abbreviated version of events leading to her resignation). Going forward, see if a Board majority agrees that all the detail, that was included in the past, can now be left out.

Granted the Secretary may not appreciate being micro-managed. With any luck she/he will see that her/his duties are greatly reduced using a 'just what was legally done' approach.

If a Board majority still wants to 'rub it in' to the resigned President-Director, write her with the new Minutes but note that this is inconsistent with Minutes she approved in the past. Thank her for her service. (And enjoy writing that last line, as it is as much a 'don't let the door hit ya where the good lord split ya' as anything else.

I would not try to amend other sets of past Minutes.

I think there is a talent for letting go of things when one is in a position of some power (like Director) and has been abused by resigned board members. Vindictiveness is hard to resist. Feelings hurt. (In private, I have my own vindictiveness, though I think I am better every year at letting things go. When I was younger, I was not so good at keeping it private.)

One thing about which I feel pretty confident is that those HOA members paying attention can separate the adults from the children.

I know serving on a Board is hard everywhere. Like a few others, I am no longer on the Board. It was ugly. For the last three years, my HOA has done almost a word-for-word set of Minutes, edited to make the Secretary and anyone the Secretary favors look good, and those he does not, look bad. This includes Members. I read Minutes like Adam's HOA and am discouraged. More and more it's just so much amateurism and grade school conduct. It's not the respectable volunteerism that it could be.

My latest catch-phrase: Avoid paralysis through over-analysis, on all topics.

1.5 cents

Adam

Tim had a good suggestion about modify the one item.

As other are suggesting, in the future go to an abbreviated form of Minutes. To verbose leads to trouble.

UPDATE: The Board revised the questioned minutes, per attorney advice, and will move forward by providing a brief outline of motions and if they passed or not. Case closed! Thanks for all the advice!