Minutes

What happens if I do not approve of the minutes. The minutes are not truthful representations of what happened at the meeting. What can I do about it> Anything? They will be read and approved by everyone but me, so I guess I just have to agree to disagree about what is truthfully being reported in these minutes?

Tim’s point is key - Board meeting minutes should be short. Motions, votes ... “Discussion on topic xxx.”

Great! Thank you.... But where does it say I can do that in Robert's Rules of Order? If it doesn't say I can do that, they will not allow it.

Sheila H My understanding is that the minutes should be short statements on what happened at a meeting. Actually, nothing happened of substance at the meeting. We have a divided community,one side wants transparency, openness, to be informed about what the board is doing, planning etc. The other side wants secrecy, no conversation with co-owners, no bylaw representation etc. This meeting was set to address co-owner complaints against other co-owners for alleged bylaw violations. It lapsed into a screaming session. Nothing was decided, only one thing voted on.

The minutes are being compiled and drafts are being sent which do not fairly address what happened. There were obvious divisions and I want them fairly stated in the minutes. Both sides. How do I get this? The minutes are available for the community to read. The meeting was attended by many co-owners, much more that usual, but many did not attend or went home as it was very contentious. Thanks for your help in this matter.

Augustin D. I wrote you a big long question, but don't see it here. I have not cast a dissenting vote on any minutes approvals or on anything recently. We have voted on next to nothing forever.

AGUSTIN D please ignore if you got the other question.....same as this, mostly

Can't find my other long question to you, so I will try to shorten it and ask it again. I said I agreed with your entire message and that we had tried to amend the bylaws years ago and failed to get the necessary 2/3 vote. We have a lot of apathy, but also much discontent and division at this point. I am trying to replace with like minded board members, but it will, I think, take years and I may run out of energy.

Question: Our board has been approving expenditures for years by using email and majority vote, Nonprofit Corp. Act, Act 162 of 1982, 450.2525, sec. 525 Taking Action without meeting:consent.
The history seems to indicate it is in effect....correct? But I think we have been doing this incorrectly, but correct me if I am wrong. The act indicated the vote to approve should be unanimous
consent, and we have only used majority consent. Also it says the written consents shall be filed with the minutes of the proceedings of the board. We never even address any expenditures in our meetings, nor, from what I can see, is it ever entered in our minutes. I feel something is amiss here.....comments? Thanks so much.

That we should have used executive session in addressing these complaints??

To be clear about Robert's Rules: Some HOA/Condo Bylaws require use of the latest edition of Robert's Rules. Many do not. If the Bylaws do not require use of Robert's Rules, then Robert's Rules have zero, none, nada legal force.

Nationwide many cities have ordinances requiring the use of Robert's Rules. Lawsuits can and will continue to happen concerning a failure to properly apply Robert's Rules in City Council proceedings. But without the HOA/Condo Bylaws requiring use of Robert's Rules, then a HOA/condo member complaining about not complying with Robert's Rules will get nowhere in a court of law.

Thank you! So, the unsatisfactory response to the complainant is the attorney opinion/response/conclusion. Old bylaws which may create a reasonable legal challenge of uncertain outcome. Aren't all legal challenges "uncertain." So to take this conclusion as the only way the board can respond and then, basically say we cannot "act" on any complaint by co-owners seems ridiculous to me. I feel, relying on one attorney to decide what to do is a cop out related to our duties as directors. We should collect all data and determine the course of action, I think. Otherwise, why even have directors if you are just going to leave everything to an attorney who might, just might conclude what certain members wanted him/her to conclude so they would not have to make a determination. What do you suggest I do about this? My options are few and none as I am in the minority. Appreciate the time you take to communicate your suggestions. Thank you again.

Lou, what do your bylaws say about executive session?? And when you can convene an executive session? An association's bylaws and a states statutes both supercede Robert's Rules of Order.

Concerning minutes, though, just look in the Index of Robert's Rules for "Minutes," and read the passages.

But are you saying that at this crazy so-called meeting it was one owner complaining against another? And everyone was identified? And that there were more than one case of such complaints?? If so, why were they allowed to take up board meeting time? What purpose did your board think such an approach would have served? You will not find this in Robert's because it's not a typical board meeting topic. right, the

Board meetings are to discuss and act on the Association's business. They are most certainly NOT for owners to go at each others' throats.

Your tacked on topic about taking action without a meeting, should be a new thread, Lou.

Minutes should not include a description of what was said. They can say that So and So was discussed with no action taken. This is not showing a preference. They must show all Motions Made and the result of the Motion but again not show specific discussion. Examples:

Smith Made a Motion to Lower Dues 20%.
Jones Seconded the Motion.
A discussion was held.
A vote was taken and the Motion failed 5 to 2.
Smith and Jones voted Yes. The rest of the BOD voted No.

Landscaping needs were discussed. No action taken.

This discussion could have gone on for an hour and been heated but further information is not required.

The minutes are not a narrative.

Article 10 Meetings designates..."Meetings of the Association shall be conducted in accordance with Sturgis' Code of Parliamentary Procedure, Roberts Rules of Order or some other generally recognized manual of parliamentary procedure as selected by the Board of Directors, when not otherwise in conflict with the Condominium Documents or the laws of the State of Michigan. So I guess it does have some standing.....

You are the greatest! I do feel it is a cop out when the attorney is a friend of 2 directors and has been coached on what you want the answer to say. I wasn't born yesterday and this guy did exactly as he was told. But I do agree with you in that lawyers are needed to help us understand bylaws/covenants. I almost paid for another (unbiased) lawyer to give us a second opinion...but it would cost me considerable $$$. But....I still may do it if I get mad enough. Time will tell.

Has the Board formally stated, as recorded in Minutes or by resolution, that it has adopted such-and-such rules of parliamentiary procedure? If not, you are back to square one in my opinion.

Then wherever the Minutes are not complying with whatever parliamentiary rules your Board has adopted, ask the Board to correct this.

I would not get my hopes up with this Board.

I see your Article 10, Lou, refers to "meetings of the association," which means meetings of the members (Owners). So... robert's Rules don't seem to be required for meetings of the Board.

BUT, you apparently made a motion and the Board approved it to use Robert's Rules for board meetings. Is that right? And this vote is recorded in the minutes of that meeting? Here is what we've been trying to tell you: "Not only is is not necessary to summarize matters, it is improper to do so. Minutes are a record of what was done at a meeting, NOT a record of what was said." p. 172 Robert's Rules of Order Newly Revised (RONR) in Brief, 2011. Also see RONR, p. 468, 11th ed.

So, to answer your original question, Lou, unless you disagree with the wording of the one action item that actually was voted on as stated in the minutes, you'd vote to approve them. If you voted no on this item, you vote already should be in the minutes.

Your Board should not do anything about "complaints" unless there is evidence that an Owner or his lessee or guest broke an HOA rule or covenant. Then the Board listens to the alleged violator's side and decides if the owners should be fined or whatever fits the violation. In many states and in many HOA's bylaws, the meeting between the alleged violating owner and the Board is a private meeting, which in bylaws and in Robert's is usually called "executive session."

Other names might be a "closed meeting" or a "confidential meeting?" No, a "special meeting ion the Board" s not closed to the membership and is simply a meeting on a specific topic (or 2) on a day different than the usual board meeting day.

Let us say that an owner wants to be placed on a payment plan due to job loss. The owner would ask the board for permission. In your HOA, would the Owner have to tell his sad personal story in front of a bunch of other owners at an open meeting of the Board?? Does your Board do nothing to protect such a person's privacy?

Meanwhile, reading between the lines, it seems that board meetings are very disorganized and improper. It's also not clear if you or the other directors know the difference between and meeting of the board and meeting of the members (Owners)

What size is your HOA? Do you have aproerty manager who attend board meetings?

We have a small Association and yes we do have managers who do not attend board meetings. Excepting the annual meeting. We do not. In our bylaws have anything like a closed meeting. But we do have a special meeting ( for the BOD)that has to be called by the President with 3 days notice to each director.Special meetings of the BOD shall be called by the President or Secretary in like manner and on like notice on the written request of 2 directors.

The BOD does not listen to complaints and makes no decisionns about them. Instead. Get a lawyer and uses their conclusion as the decision.....no discussion with the board about anything.

The board can go into executive session anytime it wants to. A motion is needed. That is covered in Roberts rules of order.

What topics are OK in the executive session are: legal matters, concerns about individual members disciplinary action, Legal contracts, employee issues.

Sue W6 Would co-owner complaints qualify for an executive session? And would I be able to call one on my own? Probably not, and that is the problem as well.

You don't seem to understand the ramifications of this. The minutes can go on for 6-7 pages of he said, she said, all being consumed by the co-owners whom have not been informed about any of the community and board events affecting them. The community is split, 1/3 wanting more information and action from the board, 1/3 want no action, so the bylaws will disappear, and 1/3 don't care about any of it. So, as an elected board member who mistakenly thought the board was in place to do what was "best" for the community in general, I am in a difficult position.

The 1/3 who wants the bylaws adhered to, wants to keep their house values up, wants to have a newsletter, wants to have co-owner complaints addressed in a timely fashion, wants to have the community kept up as it was in years gone by..........are depending on me to help them make this happen. The minutes are small change, I understand and I will vote to approve but ask you, other than get new like minded board members on the board, which will take years and years if ever.......what can I do? The board majority does not want me interacting with co-owners, calls me a community wrecker etc. They do not abide by the "rules" or bylaws and there is basically nothing I can do about it except "talk with the co-owners and that becomes difficult to do with the board voting to basically "shut me up."

The minutes are not the biggest problem by any means, I understand that. But they are a connection with the community and they should be informative of what the board is doing. 90% of the minutes say just that....nothing. We now have some issues and so they are holding the minutes back and have not provided the community with any minutes for most of the entire year.

It helps for me to just vent and I appreciate you hearing me out. This site has been very helpful for me in clarifying some things I might be able to do. How, for instance, do I make sure any new vendor expenditure gets 3 bids?

Lou,

You may be using bylaws to mean bylaws, and another document, CCRs,

Are you convinced about how short the minutes should be? I can’t tell. This is where you start - where you finish could be replacing enough board members to effect the changes required.

Finally, you are addressing bids in another thread.

How do I find the other thread addressing bids? Thanks!

thanks so much, I will do just that!

Thank you. Good advice, I think. But why and how could it ever be considered "illegal?"

A lot of things that the board could be doing could be illegal:

1. Acting in ways that violate the bylaws.

2. Breaching fiduciary duties to run the HOA in the interests of owners, such as by not acting with “due care” or with loyalty to the interests of owners (such by making decisions that help individual directors or the property manager, but harm owners).