Proper procedure for amending old minutes?

Started by MichaelH34 • 16 replies • 323 views

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MichaelH34 (North Carolina)
Posts: 179

Posted:

Or is the answer, "just don't"

We're a young, slightly less inexperienced, HOA and in going through our minutes to talk about our challenges and accomplishments this last year I ran across an entry that if I had to record this today, would do it differently.

Early on we had a habit of including extemporaneous comments in the minutes. We don't do that anymore but this one comment named a resident and suggested that because he had a habit of sitting in the middle of a somewhat busy street that he might have mental or drug issues.

I'm torn between wanted to leave the part about warning residents to be aware they might literally run over X as they pull out of our only street while redacting the rest and just leaving the minutes as they are.

At this point those minutes have been downloadable by all homeowners for 8 months so the horse has definitely fled the barn.

So, leave them and accept the fallout if anyone ever calls us on it or redact and hope that our local Vocational Dissidents don't start screaming about us hiding things. The latter being a realistic and more likely scenario IMO.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

They were agreed upon by the board so that makes them official note. No use in changing now. Change how you take notes. No personal opinions and only lot numbers for names/addresses. Your addressing the lot not the person.

Former HOA President

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By MichaelH34 on 03/11/2022 7:06 AM
Or is the answer, "just don't"

We're a young, slightly less inexperienced, HOA and in going through our minutes to talk about our challenges and accomplishments this last year I ran across an entry that if I had to record this today, would do it differently.

Early on we had a habit of including extemporaneous comments in the minutes. We don't do that anymore but this one comment named a resident and suggested that because he had a habit of sitting in the middle of a somewhat busy street that he might have mental or drug issues.

I'm torn between wanted to leave the part about warning residents to be aware they might literally run over X as they pull out of our only street while redacting the rest and just leaving the minutes as they are.

At this point those minutes have been downloadable by all homeowners for 8 months so the horse has definitely fled the barn.

So, leave them and accept the fallout if anyone ever calls us on it or redact and hope that our local Vocational Dissidents don't start screaming about us hiding things. The latter being a realistic and more likely scenario IMO.

Are these Board Meeting Minutes or Annual Meeting Minutes?

I assume you should be following Roberts Rules?

Any Minutes may be edited and re-motioned for approval.

The Minutes are owned by the body of Members of the Meeting. This means that Board Meeting Minutes are owned and controlled by the Board, Annual Meeting Minutes are owned and controlled by all the Members.

Knowingly keeping defamatory statements in the Minutes puts both the HOA and the individual Board Members at risk and liability. Yes, you've already effed up by releasing them, so now you can choose to work to correct the situation and do damage control, or sit on your hands and wait for a lawsuit.

All you need to do is Motion to edit the Minutes, submit the edit for approval, get a second and vote on it. Easy Peasy.

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By MelissaP1 on 03/11/2022 7:18 AM
They were agreed upon by the board so that makes them official note. No use in changing now. Change how you take notes. No personal opinions and only lot numbers for names/addresses. Your addressing the lot not the person.

This is bad advice. Change the Minutes to remove defamatory statements.

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By MichaelH34 on 03/11/2022 7:06 AM

So, leave them and accept the fallout if anyone ever calls us on it or redact and hope that our local Vocational Dissidents don't start screaming about us hiding things. The latter being a realistic and more likely scenario IMO.

I am less worried about these so-called vocational dissidents and more worried about the incompetent directors who would make such stupid statements in an open board meeting and then let minutes recording these statements go out to the owners.

In executive session, move to redact the minutes.

AFAIC your Board should not be warning residents not to run over anyone. Doing so is way beyond the Board's pay grade. Your board should make a bland statement that anyone seeing an unsafe situation should call the police.

Anyone who might understandably be asking what was redacted and why should be told, "The Board voted thusly. Next question." When the question is repeated, the board should respond, "Asked and answered." Anyone not liking these responses can go hire an attorney. Expanding on why the redaction occurred holds the board out to liability.

KerryL1 (California)
Posts: 14,550

Posted:

Most states and HOAs don't require that board meetings follow Robert's Rules. Many, perhaps all states if they have HOA legislation require that members meetings follow an established parliamentary procedure.

Amending minutes iw easy and I think the best thing to do in this case. If the minute items are numbered, in the open meeting, perhaps the the board only need to motion the xx/xx/xxxx open board meaning minutes, Item II. A be deleted.

SheliaH (Indiana)
Posts: 6,964

Posted:

I would have the executive session to vote upon a motion to delete that portion of the minutes.

Since you are a young inexperienced HOA, I also suggest you Google Board meeting minutes - there are a number of examples on how they should be written, so you can pick a format that best suits you. There are also templates in Word you can use which explain how it's done.

Bottom line: the minutes reflect the actual actions of the Board, as in: you discussed X, voted to do Y or table the matter or refer it to an advisory committee for further investigations, etc." Leave the emotion, opinions and extemporaneous comments out of it. For example, you don't have to note "there was a spirited discussion on Z" - just say there was a discussion, what happened next and leave the rest alone.

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

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By SheliaH on 03/11/2022 10:05 AM
I would have the executive session to vote upon a motion to delete that portion of the minutes.

Since you are a young inexperienced HOA, I also suggest you Google Board meeting minutes - there are a number of examples on how they should be written, so you can pick a format that best suits you. There are also templates in Word you can use which explain how it's done.

Bottom line: the minutes reflect the actual actions of the Board, as in: you discussed X, voted to do Y or table the matter or refer it to an advisory committee for further investigations, etc." Leave the emotion, opinions and extemporaneous comments out of it. For example, you don't have to note "there was a spirited discussion on Z" - just say there was a discussion, what happened next and leave the rest alone.

Sound advice. Most minutes contai
n way more wording then needed.

MichaelH34 (North Carolina)
Posts: 179

Posted:

As I mentioned in the OP "Early on we had a habit of including extemporaneous comments in the minutes. We don't do that anymore"

I don't have any concern about most of our old minutes nor future ones but...

AugustinD: "I am less worried about these so-called vocational dissidents and more worried about the incompetent directors who would make such stupid statements in an open board meeting and then let minutes recording these statements go out to the owners."

Yeah, me too. This can't be the first time and certainly won't be the last that you hear about boards that have no experience at the job, making mistakes along the way. :-)

We're lucky that we had at least three officers that did everything they could to educate themselves along the way, but that took time and we're *still* learning. I could go into all the reasons why those comments seemed to make sense at the time but none of that matters at this point, nor do I think now that we were correct in putting them in. That they made it past 6 officers when reviewing and approving the minutes is telling in itself, I think.

KerryL1 (California)
Posts: 14,550

Posted:

Minor correction, Micheal, unless I misunderstood: It's directors, not officers, who approve minutes. If an officer isn't a director, s/he shouldn't vote on any Board business.

glad you're NOT including comments or content of discussions any longer. Shelia is right.

MichaelH34 (North Carolina)
Posts: 179

Posted:

KerryL1: While our directors do vote to approve the minutes, all officers in the meeting have a hand in making sure they're accurate. We typically distribute and give feedback on the minutes before the next meeting so that we don't have to spend a ton of time at the beginning making sure the minutes from the last month are accurate.

KerryL1 (California)
Posts: 14,550

Posted:

Officers who aren't directors, of course, can provide input. On ly members of the "assembly," i.e., the board should vote.

MaxB4
Posts: 3,513

Posted:

What no one has mentioned is that Secretaries may or may not write the minutes and not all Bylaws require Secretaries to be Directors.

MichaelH34 (North Carolina)
Posts: 179

Posted:

Max, how is that germane to the question of proper methods for amending minutes?

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Michael,

I recommend moving forward with new business. Your new board's earliest months of service will be its most productive and energetic. Use that momentum elsewhere. When you're personally inclined to start digging into the HOA's past, especially things not germane to today, go do something else. Your board is running things because there's a perception that you can manage better or improve upon prior leadership policies.

The dry powder is gone once you burn it.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Oh, the minutes should only reflect when the meeting was convened, the directors who attended and bottom-line business votes and policy decisions that were voted upon. The content of discretionary comments and rhetoric is not valuable to HOA business as you've duly recognized as a new leader.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By KellyM3 on 03/12/2022 7:35 AM
Michael,

I recommend moving forward with new business. Your new board's earliest months of service will be its most productive and energetic. Use that momentum elsewhere. When you're personally inclined to start digging into the HOA's past, especially things not germane to today, go do something else. Your board is running things because there's a perception that you can manage better or improve upon prior leadership policies.

The dry powder is gone once you burn it.

I agree. Move on.

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