Reasonable time for minutes of Board meetings

Our HOA had an annual meeting with the members.
We were supposed to vote on two Board positions that were about to expire. There were three members with good bios that volunteered for the positions.

There was not a quorum of members according to the property manager, (it was a zoom meeting).

The meeting was adjourned.

Then the Board conducted their own Board meeting without the members, and voted themselves back into their positions.

That was four months ago.
I have asked for minutes of the meeting and have been told that we won't get them until the next annual meeting in 2021.

Does that sound right?

We have to wait a year for minutes.

Tennessee.

That sounds off. The minutes of the meeting should be prepared and approved by the board at the next board meeting and distributed shortly after that next board meeting.

Most Boards will wait the year to provide the minutes of the last Annual meeting.

If you what the OP, they said they voted themselves back into their positions, such as officer positions, which is supposed to be done annually.

The Board elected themselves.

We got an email that says "the board elected officers as follows": and listed the names of themselves.

During their closed meeting, motions were raised. Hands were raised to second motions.

When we asked for the minutes of that meeting and election, we were told they won't be approved or distributed until the following year. We're not sure what else was discussed in that meeting.

With latest info provided that "We got an email that says 'the board elected officers as follows': and listed the names of themselves." . . . both of the above pieces of advice/input seem like they could be accurate.

JanineR . . . there is a difference between Board Members and Officers. Your documents will spell it out for you. And while Officers are typically also Board Members, that isn't always the case and may or may not be a requirement spelled out in your docs or TN HOA law.

Sounds like . . . there wasn't quorum at your annual members meeting (election meeting), so (as Tim said) those Board Members remain as Board Members. Then those Board Members met separately as a Board and from within that group of Board Members, they voted among themselves to decide what Officer positions they would each fill (this is typically how Officer positions are decided).

Regarding minutes of meetings. Since there was no quorum at the Annual Members Meeting and meeting was adjourned, minutes for that meeting would be bland anyway (e.g., meeting opened, lack of quorum confirmed, meeting closed). However, there very well should be minutes from the follow-up Board Meeting where the Board elected/decided Officer positions. And minutes for that meeting should be reviewed/approved prior to at at the subsequent Board Meeting (whenever that happens, but should be much sooner than the next annual meeting).

A buyer of a home in a HOA may want to see minutes of all board and owner meetings. If the prospective buyer is told, "those won't be available for a year", that just looks bad and could result in the owner being put on the hook for any assessments that are not documented. Thus the minutes should come out within a month or so. Not a year.

I am very interested in the Board of Directors Meeting that followed the annual members meeting, as I know a lot was discussed. We are under construction after major damage. We can't wait a year to know more.

I am also interested in the members meeting minutes even though there was no quorum and they will be quite slim.
Particularly how many people were present.

Our Bylaws say we are governed under Robert's Rules.
Does that help us (owners) in getting these documents before a year?

According to Roberts Rules of Order newly revised eleventh edition, “minutes for one annual meeting should not be held for action until the next one a year later, RONR (11th ed.), p. 94 ll. 25-35 p. 95 ll. 1-3.”

With George, only members can approve the minutes of the annual (members) meeting.

Janine it's clear that what matters to you the most are minutes from he Board meeting. Apparently according to others, they should be available to your for your inspection. But, when? In Ca, a copy of the draft minutes must be available for owners 30 days after the board meeting. But is there anything in TN about that?

I disagree, and as frequent posters also routinely remind others of . . . be careful when making what sounds like a universal, factual statement that is applicable to all HOAs/states, unless you've confirmed that to actually be the case.

A few links below (from a few different states) that support my thinking/logic. Again, I'm not going to analyze to the fullest, just posting for consideration, and to negate the statement that, "only members can approve the minutes of the annual (members) meeting".
- https://www.davis-stirling.com/HOME/Annual-meeting-minutes
- https://www.jdsupra.com/legalnews/approval-of-annual-membership-meeting-76867/
- http://lawfirmcarolinas.com/blog/should-annual-meetings-approve-minutes/

This is how we do it.

Here ya go George. A thousand apologies for providing links for you to check out and research yourself. This is a copy and paste from one of them. But all three of the references I provided generally contain the same info as what's in the first paragraph below. The fi1st link is from a Davis Sterling site (CA I suppose), the 2nd is from a VA law firm; and the 3rd from NC/SC. Happy reading!

"Robert’s Rules of Order supports the board’s approval of the annual membership meeting minutes, as well. If your association follows Robert’s Rules of Order Newly Revised (11th Edition), the general rule is that bodies that meet less than quarterly don’t approve minutes. Given that associations rarely conduct regular membership meetings on a quarterly or more frequent basis, the overwhelming majority of associations (who conduct regular membership meetings less often than quarterly) should have their boards of directors adopt their annual meeting minutes.

There are also good policy reasons supporting board approval of membership minutes:

– Need for timely record of membership meetings and actions and votes taken;

– For most membership meetings, adoption of minutes from a previous meeting a year ago means that any members who attend the next meeting and who weren’t present at the earlier meeting will then be asked to vote on a record for a meeting they didn’t attend. In an HOA, membership changes frequently as homes sell and new buyers move in. With the lapse of time, memories fade and waiting a year risks inaccuracies and/or disputes over what actions were or weren’t taken;

- Members don’t have a fiduciary duty (or any duty) to ensure the accuracy of what goes into the minutes of the corporation and are therefore less likely to scrutinize the content;

– Need for accurate and up to date disclosure packets for new purchasers; and

– Need for record of approved IRS vote of membership to transfer excess funds into reserves in time for tax filing."

Smarm . . . had to look that one up. We both learned something!

Janine

Minutes are not a record of discussions, chatting, etc. Minutes are needed only for Motions Made and voted on, nothing else. A meeting could be hours long and not generate minutes other than:
Items were discussed. No actions taken.