Minutes - Why take them?

True. But I would also add that the Minutes are corporate memory and a corporate record. New boards need to be able to base their actions on the lawful actions of past boards. If new boards do not know what these lawful actions were, then they often cannot act appropriately.

I think maybe in the past you have raised exactly such problems here with your Tn HOA? No one is sure what exactly was and was not voted on by prior boards?I disagree with this. FOr example, Director Charlotte may have one reason for voting on such-and-such. Director Tom may have another reason. And so on. I see no purpose served in the secretary trying to provide each director's reasoning, or the board's reasoning as a whole. The secretary would have to paraphrase as well. Expecting secretaries to get the wording right, and homing in on the language the Director uses, is the stuff of OCD IMO. I mean, this is getting into motives. When it comes to board votes, motives are the stuff of non-substance IMO. People here like to speculate about motives all the time, and the discussion then becomes quite gossip-y. Motives are not what count. The (voted on) action speaks perfectly adequately all by itself, AFAIC.

I feel what an action (a motion passed by the required vote) does is what counts.

I was in the same boat. I had 2 sets of minutes from previous boards when I became president. the HOA was 25 years old. LOL.There should of been at least 25, if not 50 to 75 sets of minutes. guess no one cared to preserve the minutes.

Now my secretary has gotten into the habit of not even making minutes. So I just take the agenda and write what was voted on and the resulting vote: pass or fail. I guess at the next board meeting, I"ll just present that and ask them to pass the "minutes"

Elle,

I believe that the last quote you attributed to me was actually from a reference I provided.

That said, I do believe you need a reason why a decision was made (if it isn't obvious). For example, using a past thread about an access gate:

I move that the gate be opened to all traffic to allow faster response times from first responders.
Seconded by xyz
Passed by a vote of 3 to 1

Why an individual voted for or against isn't required.
Just a reason why the motion was made.

Otherwise, when questioned years later (as I am doing with my Association now) there is documentation as to why. Without that, a future board (or court) could say a reason that wasn't accurate.

This is one area where the CA HOA lawyers' website can apply all over the USA: https://www.davis-stirling.com/HOME/H/HOA-Minutes-Menu. The author, an HOA expert, argues strongly that the rationale for the motion should be included in it. He provides a sample too, in which we can read for good examples.

It does not matter what "reason" a director has, the vote is a board vote. So a motion might be: "I move that the ping pong tables be replaced, to be paid for from our contingency line item, because they are warped." Or, "I move that our board meetings be held on the last Tuesday of the month because our PM is now unable to attend on the last Wednesday of the month, our current regular board meeting date"

I have to say this is an area of weakness of the Boards in my HOA. While the rationale for a board approval might be obvious in many, many cases, sometimes it is not and future boards are scratching their collective heads wondering: "WHY did they approve THAT?"

No idea.

I haven't had to follow Robert.

Minutes are sufficient if they express the tangible actions of the board of directors. Reasons for the action are optional and are at risk of being subjective opinion of board Secretary.

Howevever, subjective notes also give some dues payers a foundation onto which to craft post-facto arguments that are contrary to the board's past decision.

Wendy,
That is just another reason why Zoom meeting are not good in my opinion. Over my last 14+ years sitting on the boards side of meeting tables I have no problem people reading my expression and also seeing my emotion regarding all topics. I also love a good debate and maybe that is because I actually prepare for my board meetings usually much more than the average member.

I have actually been called out a time or 2 many years ago from an angry owner who thought I was discounting her thoughts on a matter. She was right about that I was, but it came from the parking lot and was way out of the realm.

Agreeing with Tim, among his list the best one is "Tick-Tock: Exploring Your HOA Meeting Minutes from a MC." It, as with the CA HOA attorney that I cite above, also advises that the "why" a motion was approved should be in the minutes. I can agree with Kelly that the motion itself is "sufficient," i.e., is NOT required. But, and Wendy might agree, if the rationale is in the motion the more transparent the board is.

So, for instance, Wendy's Board might motion & vote against transforming a soccer-field-sized area of the common area into a huge wildflower garden even though a required majority of owners took action to do it. The directors' rationale might be: "I move that the playground area remain as is because only the Board, per CC&R Sect. xxx.xx, has the authority to act to enhance the common areas, and there are no funds in the 2024 budget for such a project."

We can see how future readers will understand these rationales Vs: " I move that the Board not implement Owners' votes to change a xx' x ''x in the playground into a wildflower field"

This transparency not important to all posters, but it is to me. I want owners to understand why a motion was approved. I believe that all sources of transparency build trust in the board because its decisions "make sense." I don't support the approach that Owners should be deprived of rationales because they don't attend meetings.

I also do NOT agree with Mark that "details" can be added to minutes during the Board's approval process. The vote is the final word on the topic. I do agree that if a motion is murky or unclear, that a director can move to "correct" it just like any director can motion to correct any errors. The Board then votes not this.

The rationale in motions also well serves future board members, new owners who want to educate themselves about the Board's actions, and MCs, too.

I do repeat, the this rationale is not needed in all or even most motions. Imo, they should be in motions that are controversial or complicated. Very, very often the rationale is apparent in simple motions like approving minutes, approving new members of committees, approving the annual audit, approving the removal of a clearly dead tree, etc., etc.

If there's no standard for taking minutes within a private community, then there will be no correct or incorrect method of taking these notes. I quickly looked a Robert's Rules' examples for meeting minutes and those notes reflect only the actions of the board with no opinion or rationale expressed. The only exception is when a board member questions a motion or suggesting it's "out of order," which creates another board action to determine germaneness.

Should Architectural Review Board minutes record if property owners attended to participate in the review of their application?

As with board meeting minutes, who attended should be recorded.

If you're talking solely about an ARC committee meeting to which the relevant owner is invited and attends, then, yes the minutes should include their names & addresses.

I may be wrong, but I think I've read that FL ARCs, that have decision-making authority, must keep meeting minutes and those must a be available to owners upon request. Correct me if not sure. (That is the case in CA)

FS 720 does not require it. But for other legal reasons, I advise the minutes to indicate the owner was present and participated.

Melissa, if an HOA is a corporation, it must have Bylaws. Almost all HOAs are corporations.

It seems you're talking about rules, with your trash bag example. Rules such as this are are NOT in bylaws--ever. Your lawyer probably advised that new rules in meeting minutes are sufficient vs. assembling an actual document of rules & regulations. But without a list of rules that's given to owners, how do they know the rules even exist? Surely individual owners didn't need to dig through old minutes to learn the rules.

In addition, it takes way more that a simple board decision to make rules in some states.

You misunderstood your lawyer's advice or should have fired them.

Must have is not the same as actually has.

Case in point, going through my associations records, it was 2 years after incorporation before bylaws were written.

that is interesting. I dont' think our bylaws were made until 3 years after the HOA was formed. Are your bylaws notarized and "official" I'm aksing because our bylaws look like they were faxed over by the lawer at the 11th hour before the 3 year term of board members was up to make the election have some valid rules to follow. they are not notarized or anything.

My opinion: As long as the bylaws meet the requirements of state statutes and the HOA's Articles of Incorporation, and the bylaws can be proved to be authentically passed pursuant to the AoI and statutes, they are legal.

As you suggest, the authenticity may be subject to challenge. Ensuring the bylaws are not open to legal challenge is IMO an argument for recording the bylaws and any vote taken to approve them.

From where I am sitting, Kerry's point about statutes requiring incorporated HOAs to have bylaws is important. Also important IMO is the fact that there often are long delays in creating and approving bylaws. On the third hand, if the Declarant is the one doing the foot-dragging, but the Declarant gets to the bylaws before turnover, I tend to think the delay is of no consequence. This is because of the overwhelming power the CC&Rs and/or statutes typically give Declarants.

My wording was poor. I meant:

I think recording with the county clerk can help prove authenticity.

I agree that recording with the county clerk is not a guarantee that the bylaws will not be challenged for legality.

Our posts crossed paths by the way. When I hit "submit" I did not know that you posted your opinion that the recording of your bylaws caused problems.

I still favor recording the bylaws. Too often people report here not being able to locate a copy of the bylaws.

By laws not required to be recorded. They are exclusive HOA documents. That means not public like CC&Rs and Articles of Incorporation. Some HOA will file them along with the CC&Rs for convenience.

Hence why I always say a HOA is not responsible for providing documents except for By laws. They may have ACC like we did. However they are not public or filed either.

Yup: An NC HOA can be a corporation but be in violation of the requirement to have bylaws.

This is incomplete. See Corp Code 5151.

I would not trust this. Readers should check their state statutes.

Looks like we have gone away from the thread topic (which is typical of this forum).

AFAIC the rocktetlawyer site is fine, and I appreciate the citation. But the rocketlawyer and other sites simply do not address the recording of bylaws with the county.

Maybe you meant you do not see evidence that any state requires the bylaws to be filed with the state's Secretary of State.

I could be talked out of the suggestion to record bylaws with the county, but so far I have not seen a good reason not to record them thusly, in order to help have some continuity and corporate memory on official record.

Yes. Laya board minutes are very important for legal purposes. There is no "Gotcha" moment like on Perry Mason when going to court. Discovery period is when all the "gotchas" are given to both parties. Each side having the opportunity to know what evidence is being presented to the court/judge. Meeting notes are a good source for the HOA to prove it's case or even the other side.

Our issue with out meeting notes is the last year I was President, we had no Secretary. We only had 2 board members. So I was forced to make the meeting notes. However, the President can't act as the Secretary. It put our meeting notes under some legal scrutiny if we were to go to court that year.

I don't know why one would have a meeting without notes. Even my work we do that...

If left up to me, all association meetings would be recorded.

No I do not have docs mixed up. They are clearly Labelled on the title. Not every state or HOA is the same. Again By laws are not public documents but the HOA. They may be labelled rules and regs in some HOA. They still are not public. CC&R and articles are.