Secretarial Responsibilities

Started by LouH1 • 13 replies • 453 views

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LouH1 (Michigan)
Posts: 214

Posted:

We have a Secretary who has been on the Board for over 15 years. He is not happy that we adopted Robert's Rules of Order in 2020 and are trying to comply with the parliamentary guidelines provided. He insists on using politics in the minutes and says some vicious things, criticizes, uses opinions (his own and others)and has openly said he knows he does not comply with Robert's Rules of Order. We tried to get him to allow another Director who had volunteered to take his position while he retained the title of Secretary and remained on the Board. He refused. Currently he is not responding to the President with any of his requests regarding providing timely minutes to the Board etc. It has been over 3 weeks since our last meeting and the minutes are needed for upcoming business matters.

We also made an effort to remove him from office but that failed, so we spend a great deal of time voting on what should be included in the minutes and what should be taken out to comply with RRO. He refuses to correct them according to the Directors wishes (which have been voted on with a majority deciding).

He is up for re-election and I am hopeful he will not run or not be voted in again. In the mean time, what can we do? Can we somehow put someone else in charge of doing the minutes, but how would that work and what would be the motion and would it be valid according to Parliamentary procedure, RRO? It has become such a mess that we spend most of our meeting time trying to clean up the minutes. We had 7 meeting minutes to approve (adopt) at one time, approving most of them, finally with him refusing to adopt them or sign them. I think the President or another Director can sign them, yes?
As always, thanks for you never ending help! What would you do with this problem?

MaxB4
Posts: 3,513

Posted:

At the next meeting, if not before, have the appointment of a new officer on the agenda and vote for a new Secretary. The person still keeps their Director position, just loses their role as Secretary.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By LouH1 on 06/15/2021 5:38 PM

We tried to get him to allow another Director who had volunteered to take his position while he retained the title of Secretary and remained on the Board. He refused.

I'm sorry, it's not his option.

Keep in mind, officers and Directors are two different positions.

Officers serve at the pleasure of the board.
If the board wants someone else as secretary, then the board appoints someone else as secretary.

SheliaH (Indiana)
Posts: 6,964

Posted:

You don't say how many people are on the board - everyone has one vote like he des, so I don't understand why he wasn't removed as secretary. As Tim said, you can't remove him from the board itself - he either resigns, gets voted out in the next election or is recalled.

So if he refuses to do the job correct, you could have an executive session where he has to explain why he won't comply with the protocol. It may be he doesn't understand what minutes are for, so check the web for assorted articles on how minutes are to be written and have him read them. Tell him the board will not approve minutes with personal observations, name calling, etc., And if necessary, they'll be written by someone else and the board will vote and sign off on that. If he doesn't want to sign it, the signature page will indicate that he refused to sign.

Then call for a vote to censure him. I know many on this site thinks that's a waste of time, but censured are also reflected in the minutes and if nothing else, they should send a message to all owners that decency and order runs the show. They can always send the next board meeting to see this man in action and decide for themselves whether he should continue as a board member.

You might also have the association attorney write a statement explaining potential liability to the board and association If the minutes contain inflammatory statements (apparently he doesn't remember or care homeowners can request minutes on request)

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

AugustinD
Posts: 3,698

Posted:

I agree with MaxB4, TimB4 and SheliaH about asking the Board to appoint a new Secretary.

I agree with SheliaH about bringing up the liability risks of Minutes that include inflammatory statements.

I do not see good reason to put time into a censure (something not really authorized in a HOA/COA's governing docs or state law, to begin with). Replace the jerk and move on.

If in situations like this, a Board majority will not replace the Secretary, then one has to weigh the effects of, ya know, cognitive dissonance on one's psyche in the coming months; vs. simply resigning from the board; vs. staying on the board and waiting to get (and working towards getting) new directors elected who thinks like one's self.

LouH1 (Michigan)
Posts: 214

Posted:

Now, here is another question which applies to the topic I presented. The secretary has submitted another set of minutes which do not follow format and contain opinions, omissions, errors, etc. Can the majority submit and approve an alternate set of minutes, a wholesale replacement, or do both sets have to be in the official record?

MaxB4
Posts: 3,513

Posted:

This might help you.

https://www.hoamanagement.com/hoa-meeting-minutes-template/

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By LouH1 on 06/18/2021 10:16 AM
The secretary has submitted another set of minutes which do not follow format and contain opinions, omissions, errors, etc. Can the majority submit and approve an alternate set of minutes, a wholesale replacement, or do both sets have to be in the official record?

-- More background appears at https://www.hoatalk.com/Forum/tabid/55/view/topic/postid/301765/forumid/1/Default.aspx

-- I think this inability to agree on Minutes, and a good deal of well-intentioned but arguably hair-splitting on the subject, is getting in the way of the substantive business of the COA.

-- If someone wants to submit alternative Minutes, fine. Vote on the alternative minutes. Vote also on the Secretary's Minutes. Whatever a majority approves goes into official records. If this means two sets of Minutes go into the official records, so be it. Because gosh-knows a condominium has a buzillion other issues to attend to. If both sets of Minutes are approved, and yet do not contain the same votes on motions, then you all have gone through the looking glass. Let the bickering continue, obstructing the work of the board, until you can get a new board. Anyone who wants to sue can sue.

LouH1 (Michigan)
Posts: 214

Posted:

AgustinD, you made me laugh right out loud. Perfect! thank you.

KerryL1 (California)
Posts: 14,550

Posted:

I like Augustin's idea. The Board certainly can vote against approving the sec'y's so called minutes and vote to approve some taken by someone else. Proby the president should sign the one the Board approves and not sign the one the Board didn't approve.

But, tell us, Lou, why didn't the board vote the person out of the position of secretary?

JohnT38 (South Carolina)
Posts: 1,631

Posted:

"But, tell us, Lou, why didn't the board vote the person out of the position of secretary?"

I agree Kerry. Unless I'm missing something this the correct thing to do.

LouH1 (Michigan)
Posts: 214

Posted:

Well, I think you deserve to know the answer to your question. We had one Director who at the last minute asked the Secretary if he would "try" to write the minutes according to RRO, and he said. "yes he would try..." So the motion to get him out of office failed. I think that Director is now sorry he did such a thing, but the whole thing was very traumatic for the community and we don't have the stomach to try to push it through again. He will probably be voted off in this fall election, so we are trying to "get by" until then.

What happens about signing the minutes? I read that it really doesn't matter as long as they are adopted whether they are "signed" or not. There is no official page on any of the minutes for his signature and I think he just electronically says they were passed unanimously or by majority when we were able to agree on the content of the minutes as a group. That is no longer the case.

I do want to know if it is mandatory that he, as Secretary, after distributing the 1st draft if he has to accept the changes to these minutes sent to him by the Directors and then present these minutes as a second draft to the upcoming board meeting to be "adopted as corrected?" I think that is the way it works but am not sure.

Thanks!

KerryL1 (California)
Posts: 14,550

Posted:

If the secretary doesn't accept the changes, the Board votes to not accept the minutes as written.

How does this work? Every director gets draft minutes and every director sends "amendments" to the secretary? Sounds craaaaazy! Have the draft minutes discussed at an open meeting. The Board amends the minutes with its votes, NOT the secretary.

Just place on the agenda: "Remove Mr. xxx from the office of secretary." Motion. Second. No discussion. Vote. Done. Elect a new secretary.

If your Board spends all its time obsessing about the minutes, I can see where owners would vote out all of you. But are all board seats up for election in the fall????

MaxB4
Posts: 3,513

Posted:

Minutes should be signed and dated once they are approve. This should prevent them from being replaced to fit one's needs. Remember, like the governing documents, the minutes, open and executive must be kept from day one.

Having managed over 120 HOA's only a handful had minutes from their inception.

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