Do Special Meeting minutes have to be given to Management Company?

I see no issue with having board-approved minutes that are strategically sent to MC for record-keeping purposes at a time that is most appropriate to not interfere with what you are trying to accomplish.

If they've been prepared and approved IAW proper procedures, then that's what makes them official, not the act of sending to MC for record-keeping.

Think of it this way . . . if you had no MC, your process would end at Board approval of minutes and Secretary (most likely) would be responsible for retention of the approved minutes.

Augustin, below are the answers:

1.) Only board members will be voting.
2.) As stated above only the board will be attending and voting.
3.) No agenda has been sent to HOA members and they have currently not been informed about this issue.
4.) I am the VP and I called the meeting as allowed by our governing documents. We have previously discussed this primarily through emails. The purpose of the meeting is to formally document the decision and verify that the votes required to move forward.

I appreciate any feedback you can provide!

I hadn't thought about the potential open meeting requirements in your state. AugustinD's input is good in that regard and if there's an open meeting requirement, my advice would be different.

In PA, we have no requirement for open meetings (except 1 annual meeting each year). In cases like this, that is a good thing since we could just call a meeting, get business done, and move on . . . no reason to even entertain the need to announce to membership so many days in advance, publish agenda, who is voting, etc., etc., etc.

I have called a special meeting for next week. The board will vote on if we should proceed with sending out an RFP to management companies. The current company will be included in the process. It is my understanding that minutes need to be recorded for this meeting. Normally, our MC keeps these minutes. My question is, do we have to forward the minutes for this meeting to them? Although they will eventually find out what we are doing I would prefer that they not know until we are about to release the RFP. Any advice would be appreciated!

JohnT

While I do not know your docs, I know mine well and as since we are both is SC, there are probably similarities.

1. You are not calling a Special Meeting and this is confusing some. You are simply calling for a BOD Meeting. You are calling for an unscheduled meeting of the BOD which is well within your rights to do so.

2. An MC is not included in BOD Meetings unless asked to be thus no need to invite/include them in the meeting.

3. Minutes should be recorded and privy to all owners, but not necessarily the MC.

4. MC's work for, are hired by, and contracted by the BOD. The BOD runs the show. Do not be intimidated by the MC. If push comes to shove, fire their a$$.

5. When push comes to shove, it is often best to have a "Come to Jesus" meeting with a vendor. Meaning a clear the air about issues with them but stay with them before kicking their a$$ to the curb. We have been doing such with our MC for the last month or so. We are getting there.

JohnC,

I appreciate your feedback. I may be getting off topic here but bare with me while I explain what I'm thinking. Since we are only meeting to agree if an RFP should be drafted I was hoping to avoid publicizing this to the existing MC or the residents until a later stage in the process. My thinking was that we don't ask the residents for input when we put out a request for other vendors when we need maintenance work done like tree trimming, gutter installations, siding repair, etc. In these examples, the board makes the decision on what vendors to use without informing the residents what vendors were considered. My thinking was that we would draft the RFP, send it out to three vendors, including the current MC, and then award the contract. At this point residents would be notified of the outcome and an explanation would be provided on the reasoning behind the decision. I guess I was under the assumption that it is implied that the board will negotiate all contracts that are involved in running the community.

Am I looking at this incorrectly? I'm honestly not trying to pull a fast one or do something that is ill advised. I've been wrong before so if I need to consider another view I'm all ears!

What JohnC said.

If your documents have instructions for calling an executive session (that's really what this is), follow them. When I was on my board, we never had the property manager at our executive sessions - they were usually held after the regular meeting and we'd send the property manager home.

This isn't about "pulling a fast one" - sometimes the board must have meetings where the property manager doesn't have to attend or you don't want him/her there for whatever reason. That is a business decision you make and since the manager works for the association, he or she will just have to pip down and wait for the board to say whatever they plan to say.

Go ahead and have your meeting, draft your RFP and send it out. You could also have a sit-down with the current manager before all this and tell him/her your concerns about their job performance. Come up with a performance improvement plan to give him/her a chance to change their ways, along with a deadline. You don't have to tell him/her (yet) about the RFP, but continue to draft it during the performance improvement period. You should also check your contract to see what it says about termination and develop a transition plan so it will be ready to go if you decide to make a change.