Does approval of Minutes have to be unanimous

Does approval of meeting minutes have to be unanimous? Our Board has a couple of long time Board members who used to dominate the Board and aren't so happy that now other Board members are gaining experience and are not so easy to control any more. One of the ways they express their anger about no longer being able to control everything is to pick apart the meeting minutes in order to harass the secretary and the board members who support her. We try to tell them that we will only correct an item that is factually incorrect, or has some other valid reason for being changed. We will not change the minutes because they claim an item should not be reported, (unless the law says it should not), or if they want a grammar change. From experience we know that every month, it is a fishing expedition for them to find something to complain about. They continue to argue and they degenerate into screaming, profanity, insults and name calling. We have spent 30 to 45 minutes in our meetings just dealing with them doing this. So do Minutes even have to be approved? Can they be approved by a majority? If approved by majority, would the minutes note who approved and who did not approve? Any guidance would be appreciated.

Thank you Kerry for this response. No, the secretary is not writing too much, but I understand why it leaps to people's mind. I am aware there is some disagreement about what should and shouldn't be said, I am not interested in getting into that discussion. This question is more aimed at how to get the Minutes approved in the face of disruptive people.

Thank you John for the answer on the vote/approval of the minutes. We do not include opinions and beliefs in our minutes. I am aware there is a lot of misconception in the public discussion of what the law actually says about the contents of minutes. My question was really meant to find out if minutes have to have unanimous approval. We have people on our board who are habitually difficult to deal with and like to argue against other people's proposals and they bog down our meetings and ability to get work done.

Hence my question now is whether it is allowed to have a vote and approve the minutes by a majority? If we do that, should we record in the next meeting minutes that the previous minutes were passed with some dissent and name who approved and who didn't? How would we handle that?

Thank you for the advice and the link. It is always helpful to see examples.

I am aware that there is a lot of difference of opinion out there about how the law regarding minutes should be interpreted. It seems to be quite the high-wire act. Some advocate saying as little as possible, while California's Davis-Stirling says that the minutes are intended to be a record for homeowners who could not attend meetings to see how their board members vote and observe not just the decisions, but the reasons for the decisions, if warranted and the decision making process.

Here is an excerpt from an article in the LA Times that illustrates the potential harm a board can do to itself and how its Directors can be put in jeopardy if the minutes say too little:

"If any motions are made, the motion should be quoted in the minutes as well as the motion maker’s name and the person who seconded the motion. By name, each board director’s vote “for” or “against” or “abstained” and even a “silent non-response” must be documented in the minutes. These are vital statistics that could make or break a board’s defense, and affect indemnification protection, as generally, the failure of any board director to vote is considered a breach of fiduciary duty.

It is not enough to state that “the motion passed unanimously” or “the motion failed.” Many insurers look to see director involvement and deliberation in the meetings. Who voted and how they voted might make the difference of being indemnified or having to pay for your own defense."

https://www.latimes.com/business/realestate/la-fi-associations-20150419-story.html

Thank you for your response. That is a good suggestion -- to ask them if they wish to make a motion and then we can have a vote.

I agree, we have allowed it. I think we have felt obligated to hear people out, even though we have seen a distinct pattern from them of putting forward ideas and objections that we know are born out of an ulterior motive. About five years ago some of us newer board members joined the board and we were informed that we didn't know what we were doing and the two old timers would always get the last word. To an extent, it was true. They did know more than we did, back then.

The other element is the bullying -- they throw tantrums with screaming, profanity, accusations against us, sarcasm and bullying. I have to admit that it works for them. It is so distasteful and embarrassing and no one wants to wade into that kind of fight. Most of us have more regard for our own dignity than to go there. It is like we are the parents of two really monstrous rebellious teenagers who are getting the best of us.

Thanks for the suggestion. That would be a diplomatic way of cutting to the chase and get it resolved quickly when they start an argument or propose an 'idea' which is really a power play.

For some states and HOAs, either a statute, bylaw or covenant requires the use of Robert's Rules. Otherwise, I have never seen a statute, case law, bylaw or covenant say anything about the required content of Minutes. Robert's Rules has few "shalls" and "musts" for the content of Minutes. For one thing, Robert's Rules does not prohibit the recording of discussion of motions or any other topics. It does suggest such discussion is not appropriate, but this has zero legal force.

As others posted, on this topic majority rules. The President has to wield her or his position with authority here. If you want advice on how the President can keep the discussion of the contents of Minutes to a minimum, please feel free to ask.

I am curious Phyliss

Are these open meetings, meaning owners can attend, or is the old Action Without a Meeting type of meeting? If AWM, first, they are not allowed any longer, except in emergencies, and second, if approving minutes at that type of meeting, then yes, they would have to be unanimous.

Thanks

Unfortunately, with almost 60,000 HOA's, many still have old Bylaws that have never been updated, in which there is still the language of Action Without a Meeting, outside of an emergency. Again, many still go by what is written in their documents, so yes, someone could wrongly cite their Bylaws as an authority for unanimous voting.

Switch the meetings to Zoom and mute the disruptive Board members when they throw a tantrum.

Oh we thought of that, but because the new guy is not really saavy to the history of these two controlling the board, and they flip the scenario, screaming that their voices are being taken away, he sort of sides with the idea that we should let everyone be heard, so we can't get a majority vote on it. I heard that he said that our tantrum thrower in the last meeting was frustrated that she wasn't being heard. Little does he realize, because he doesn't know the history of those two making us jump through hoops that she and her sidekick are practically the only ones who get heard. Well, in time, he might see the real picture.

Max,
The last time I checked google a year or so ago it said that we have over 350,000 HOAs in the US. Before I posted this comment I checked again and now they claim 370,000.

You are correct about how many are still using outdated CC&Rs or Governing docs. I would say it is probably closer to 95%

Post-o. The above should have been:

"If the disruptive conduct continues, I believe... "

Phyllis,
You mentioned that the board currently has on 6 members. The president along with the rest of the board should be trying hard to fill the OPEN seat. This is needed because of the possibility of split votes in which case the motion dies.

If the likeminded members can find someone who see through what is going on and decides to join life on your board can be much easier.

I agree. It is very hard though because our community is apathetic. The disrupters on the board have been in charge for a long time and been able to run things in a way that discourages the community.

Thank you. I know you are right. One of them already got some people to a board meeting and publicly accused us of not caring about the members. Actually it was the opposite -- he was trying to get something pushed through that he hadn't even properly researched, without telling them the costs and that it was going to cost them money. We knew the truth about it, so we were trying to nip it in the bud.

He shot himself in the foot though because he started yelling at us in that meeting in front of the members he hoped to use to support his cause. Of the 5, he only got one vote for his issue and the other side of the issue got 2. Anyway, it still leaves us stuck in the same dilemma.

I would really hate if they gain even more control over our community, knowing what I know about their characters.

Yes. The discussion here has really made me see how our board really has put up with these two being very abusive for a long time. I don't know exactly why we have. Bullying and temper outbursts are intimidating. We have even talked to the police about the male. Some very good suggestions have come out of this. May I ask you, when you censured board members, I am guessing you had to vote on it and did it require a majority vote? What about penalities, say, did you remove the censured person from his/her committee chairmanship? (That is another problem we have.)

Phyllis,
Here is the Davis-Sterling definition. They are a very respected HOA law firm in Ca. As others have stated laws vary by State but the definition of a Censure remains the same.

https://www.davis-stirling.com/HOME/C/Censuring-Directors

Your directors have fit the mold of who deserves this action IMO. It is up to you to pass this on to your board and let them say if your 2 members have crossed this line.

Phillis,
With as many replies you have to your post it would be helpful if you note who you are replying to on your replies.

I would say if this were just regarding a committee position, and they are not moving things forward and make increase charges incurred by your HOA it is their Fiduciary responsibility to do the right thing. The majority could make the decision to change committee chair.

I'm grateful to Mark for locating the censuring materials at Davis-stirling.com. Re: minutes, while these lawyers recommend a reason be given for approving a motion-which often is built into the motion-- they do not say that the discussion & deliberation be included. To return to Robert's Rules of Order Newly Revised (RONR), minutes should include what was done not what was said. There is no law about this. But especially in your case, the less that is in the minutes, the less your ghastly directors will have to complain about. Stick with JohnC's approach.

Phyllis asked: How many need to approve the minutes? CA Corps code 7211 (a) (8) "...an act or decision done or made by a majority of the directors present at a meeting held at which a quorum is present is the act of the board." So...on your (current) board of 6, 4 votes is a majority and the motion passes. Do double check your Bylaws about meetings of the Board to make sure it doesn't contradict this corporations code. So, for any motion, a majority is needed to approve it.

I, too have endured being on a Board with 2 bullies and their 2 enablers. It's horrible, Phyllis. But the better directors and you must resist them and you can do it by learning more about your powers as directors and using strategies to neutralize them.

CA requires that agenda items for open board meetings be publicly posted 4 days ahead of the open meeting. Nothing else may be be discussed or voted on (except emergencies, basically).

1. One agenda item for you or any board member to submit is: "Submission of Board Meeting Agenda Items." Discussion: Submitters must include background and supporting materials with their agenda item xx days before the meeting so that the property mgr? has time to place it in the board packet. Your motion: "Agenda items including supporting madeiras and cost if any,must be submitted to xxx xx days before the meeting." Our HOA has a form that submitters complete to make sure all info is included. This keeps those directors from submitting half-assed items with not justification or rational.

2. Agenda title: directors' names concerning motions and votes" Motion: "The names of motion makers, those who second motions and the vote of each member shall be recorded in the minutes." (I'm sure someone can think of far better wording!)

3. "Open Meeting Conduct." Directors must treat one another and owners with respect. Profanity, name-calling, shouting are forbidden. Violators will be instructed to stop and ordered to leave if they cannot control themselves. Motion:" Shouting, profanity, name-calling by any individuals are prohibited. Volator will be directed to be civil or leave the room."

Using Zoom for a while is a good idea!

Go to Marks's reference about censuring. Our board too has done it a couple of times, both when committee members worked outside their authorized tasks.Our board chastized a newer director once in in executive session from contacting a owner who's account was with our collection attorney. to "help" the owner. The director resigned on the spot.

The Board has full authority to vote directors out of the office, e.g., secretary, or off of committees. This may be in your Bylaws too., but is CA Corps. Code somewhere in the 7000 section on non-profits.

Do you Bylaws call for a board of 7? With another, recruit someone before the bad guys do!

Phyllis notes that RONR must be used at "all" meetings so her bylaws must specifically state they must be used at Board meetings. I think that's unusual in CA. It's crucial to remember that the Bylaws and state statues always trump RONR, so not to try to learn them or worry about them.

Oh, I apologize if I missed that the Davis-Stirling article does state the majority vote is needed. Obviously a person wouldn't censure themselves, but I thought perhaps the remaining directors had to unaninmously agree. I am a little frayed. There have been 23 replies today to this post and I really appreciate the input of everyone, but so much intense focus on unpleasant problems does raise the blood pressure. I am the secretary and the committee chair of Landscape and Trees. California has finally got rain this year with several 'atmospheric rivers' (storms) and we just heard that we have lost a limb over the fence into the neighbor's yard. That is another thing the troublesome two fight us about. They don't think we should maintain our own trees when they encroach on a neighbor's property and they routinely try to block that. Well now we get to clean up the neighbor's yard and pay them for damages to their patio gazebo. Thankfully no persons were hit.

I can't thank you all enough for all the feedback. My board has dealt with these hard personalities for so long and we need the moral support and help with figuring out what to do.

Sheila,
The Censure must take place in the General Meeting, or it is to be held in confidence by the board. I assumed that the board has already had civil conversations in Executive session that have not changed the behavior of the individuals. That is why the censure is the last resort.

Phyllis,
Remember it must be on the agenda to be discussed in the general meeting. Typically, any 2 board members can add an item to the agenda. Also, the board president has the ability to add items to the agenda.

I am happy for you. If these two get more control over the board, I would want to sell my house, because I think they are going to ruin the community.

I could tell you more though... there is more. I am just trying not to write a novel here today.

Sorry, I did write a novel and probably buried in it, Phyllis, is my question: How many directors do your Bylaws say you should have? And you do, at present, have six? Maybe I missed it, but what size is your HOA? Do you have a property manager?

With your newer posts, I also wonder about your committees. CA corporations codes gives the Board power over them & their members. If the board. minority of 2 can hinder your Board from voting to approve repair of the clubhouse, your Board gave the Committee too much power. BUT the Board still will be responsible if your HOA loses insurance on the clubhouse.

"Corporations Code §7210. Corporate Powers Exercised by Board.
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board."

Does that Committee or any others have decision-making authority, Phyllis? Or a budget?