Replacing Complete Board

Recently our HOA board was completely replaced. Prior to the election, I had sent an email well in advance stating to the Pres. I needed to add an agenda item. Pres. put my important agenda item after adjournment. Just as the president was asking for nominations, I called point of order IAW Robert's Rules Art III, #17. So after the completion of the agenda item that pertained to ALL HOA members, the nomination process went forward.

Two days later the minutes did NOT reflect the point of order, nor the agenda item being presented to the members. It also to my shock provided the name of each homeowner who obtained proxies along with the total number of proxies each individual had. The minutes also did not provide any data, let alone in the proper format, of the total number of votes for each of the 10 candidates.

So what does the new board after we vote to NOT accept the minutes as written?

Trying to follow.

Dale, your membership had a membership meeting at which directors were elected - and, something else you wanted on the agenda was heard? You didn't say what this was.

If it was a membership vote, then those minutes, I believe, will be approved at the next membership meeting.

How can an agenda item be placed after adjournment on an agenda?

What was the agenda item?

Must your board put your issue on the agenda?

Was it a nomination process that went forward, or an election of directors? (perhaps you are including the actual election as part of nominations?)

Did a management company prepare the minutes?

The agenda meeting was "Open Board Meetings". Our board decided upon themselves to make all board of director meetings to be for board members only. The Kansas law 58:4612 specifically states: Meetings of the board of directors and committees of the association authorized to act for the association must be open to the unit owners except during executive sessions. The board of directors and those committees may hold an executive session only during a regular or special meeting of the board or a committee." Per Roberts Rules Revised it states under Article III, #17, "Before putting the motion to adjourn, the chair, should be sure that no important matters have been overlooked. If there are announcements to be made, they should be attended to before taking a vote." Therefore, since the agenda item was moved to after adjournment, I called point of order and then was given the floor to discuss my agenda item.

Now our biggest problem is the minutes need to show as per Roberts Rules total votes casted, etc. see other post.

I'm not following either, Dale.

Your new board cannot vote to close board meetings as that is against KS law.

Is it simply that you want the candidates and the number of votes each received to be in the minutes?

Do your Bylaws offer insights into how this all should bee handled? Robert's rules is used as sort of a default if your own Bylaws or state law doesn't cover a topic.

If the current board wants to amend the minutes written by a previous board's secretary, they just place these minutes on the agenda and vote to specify the changes. they then approve the minutes "as amended." Be careful not to include discussion, etc. as JohnC advices. Minutes should obtain only what was done not what was said.

Sorry, I am new to all this. The bottom line is that our old board has ALWAYS written minutes in a dialogue form with names, etc. This along with other reasons are why we voted to totally replace this board. They do not follow proper proper procedures, policies, nor the law. They make an announcement that all future open board meetings are closed to all homeowners making these meetings directors only. This is against the Kansas Law Chapt 58 Article 4612. We called them out on it by contacting the Pres to say we wanted to add “open board meetings” to the agenda, which happened to be at our yearly election of officer meeting. Pres writes back stating that he was concerned the meeting could drag on so he thought he would let it be discussed after the meeting was adjourned. As stated in previous posts per Roberts Rules this is not acceptable. Now we have their minutes that are totally unacceptable as written for the above reasons and so we need to know what is the proper procedure we should follow? We will contact the previous boards sec and let them know what needs to be removed, etc. If the old board sec will NOT provide us amended minutes, do we then just write our own from our notes of the meeting and note it in our next board meeting that the previous minutes were not accepted? Do we elect a committee to look into this making the suggested changes ourselves and thus table the motion to accept the minutes in the next board meeting and then put it back on the table at the meeting after that? Then we approve the new ones written by the committee and publish those at the following meeting, giving us a month to get them corrected? Our bylaws do not cover the procedure on recording votes nor does it specify what type of procedural meeting format we will use to conduct our meeting. Therefore, the Kansas Law makes it very clear if the bylaws do not specify then Roberts Rules Revised will be used. Again Roberts Rules shows a tally sheet format as to the number of votes each candidate received per previous post I posted. As you can see we have a hurdle right out of the gate and we do not want to violate Roberts Rules and the Kansas law states we must follow. Thanks for your help

You can amend any motion. That means you can amend the motion to approve the minutes by a majority vote of the board. Then have someone go through the minutes and delete anything that could be construed as illegal or open to charges of defamation. Then have the amended minutes presented to the board again for approval.

You probably will find that your minutes are quite a bit shorter since they should only list the motions that were passed at the meeting. All of the discussions should be stricken. You can say “Discussion held on XYZ subject. No action taken.“

I have told this story before but it bears repeating. Our president made a very disparaging remark about a member’s family, specifically his mother. The secretary wrote that comment down in the minutes. He sued the association. The lawyer jumped on that remark written in the approved minutes. We not only had to pay legal fees for both sides, but also a $12,000 Settlement.