Who said this to me??????

Within the past week or so, someone responded to a guestion about "Approval of Annual Meetings" I believe they referenced a state statute in SC.

The question that the answered was: Is it proper for the Board at an regular Board meeting to approve the Annual Meeting.

My problem was I was concerned that the Annual Meeting is never approved until the following annual meeting.

I promise not to lose the reference next time. Thank you all.

Paul,
We have our annual meeting in April.
After the meeing is adjorned, the Board has a regular Board meeting to install electees.

We have four or five Regular meetings a year, but the Annual meeting is never approved until the next annuaal meeting.

Some one posted a reference that stated the Board can approve the Annual Meeting at the next Board meeting.

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Which brings up: If you have a Special Meeting, when is it approved?

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My reference to approving the Meeting is approving the minutes of the meetings. By approving the minutes don't you also approve the actions of the minutes, e.g., a Council vote or endorsement. Our Master deed states the Budget shall be presented at the annual meeting for council recomendations. By the time the Annual Meeting comes around the Budget, specifically any CPI increases has been levied on January 1st of the current year.

I believe anytime a Regime gets some age on it, changes seem to occur or changes get made because the Board thinks they need to make things better and then a little change is made that makes them worse when someone else changes something else. It is too confusing to explain.

Paul,
At our annual meeting the budget is presented to the Board for recommendations. This budget has been approved by the Board. We ratify the actions of the meeting before we close. Now the actions have been ratified but the Board will not approve the minutes till next year.
I am glad to hear you say the Board has the authority to approve the minutes of the annual meeting ASAP. Our board, like all boards will, on certain subjects, if they don't understand the ramifications of some action that has always happened in the past, tend to think, all is well, and don't bother me. In this instance it would be much simpler for the Board to approve the minutes of the annual meeting in the first opportunity than fight about it, and take the chance of some problem in the future.

If I recall right, someone posted "The Board can and should approve the meetings of the annual meeting ASAP," and they quoted the reference and I believe it was a SC Statute, I can't find it.

To clarify: Our Regular meetings of the Board are closed, but I still think they have to authority to approve the Annual meeting minutes and actions approved by the Council, if any. The Board is required to meet at least quarterly. The Board will normally approve the minutes of their last meeting at their next meeting, but the Annual Meeting is left open, which I don't think you should condone.

RobertR1,

I believe the person you are looking for is perhaps me.

If I understood your original question correctly, you were concerned that if the minutes of annual homeowners meetings were not approved until a year later, could the board take action (ie spend money in a budget) on items that were approved by the homeowners at the annual meeting. That's a good question, considering that minutes are not "official" until they have been approved. There are many articles that have been written concerning minutes.

My response was that our board avoids this problem by having the board approve the minutes at the following board meeting. What I said at the time is quoted here:

"Common parliamentary procedure says that if an assembly meets less regularly than quarterly (as an HOA where all homeowners meet annually), then a smaller, subordinate assembly (such as a Board of Directors) that meets more often may approve the minutes of the larger assembly. The logic to this procedure is that a year is too long to wait and memories are short. Remembering, as pointed out in the above article, that minutes are legal documents, it is in your best interest to have them approved as soon as possible after the meeting has taken place. The minutes are not the official record of the assembly’s actions until they have been approved (also stated in the article)."

"What further helps in this regard is a sentence in our bylaws that reads: “The Executive Board may act in all instances on behalf of the Association, except as provided in the Declaration, the Bylaws, or the Act.” Nowhere in the referenced documents is there anything that says the Board cannot approve the minutes of the Annual Unit Owners Meeting, so this sentence, combined with accepted parliamentary procedure, is interpreted to mean that the board does have the authority to approve the minutes. So, our board approves the minutes of the annual meeting of the homeowners at the next regular board meeting. By the way, this doesn’t mean the homeowners have no say in the matter. Again, standard parliamentary procedure comes to the rescue. Any homeowner who objects to the CONTENT of the minutes as approved by the board, can move that the minutes be corrected at the next annual meeting. If sufficient homeowners agree with the correction, the minutes are corrected."

"Of course, if your bylaws require that annual meeting minutes MUST be approved by the homeowners, or if they expressly prohibit the board from doing it, then this approach will not work for you. You need to consult your own documents to see what is required and what you may or may not be able to do."

By the way, the "next regular board meeting" happens immediately following the board's "organizational meeting" which must be held within 10 days of the annual meeting.

I don't recall citing a South Carolina statute with regard to minutes, only when the question of proxies came up. There, I was trying to point to a place where someone could do more research.

Does this help?

Paul, Bruce and Glen,
Couldn't ask for better help.

There are no reference at all about approving minutes of any kind in our documents. They have always done it that way; approving the annual minutes at the next annual meeting. Now in order for me to suggest a change, I will be asked to show them something that says this; the Board can approve annual minutes in their regular meeting at the next meeting after the draft of the minutes of the annual meeting has been published.

Since there is no reference in our documents, I doubt even if Robert's RO say so, they will ignore it and go on with how they have been doing and use that for justification for not making a change.
I say it is a much safer thing to do and offers protection for the Board, it may not be necessary, I suppose it is a matter of opinion, but the Board approving the minutes is not going to hurt, and if they want, they can approve them twice. One does not contridict the other. It is simply a change in procedure, that's all.

It does bring up another question.

We are going to have a Special Meeting prior to our annual meeting to discuss and vote on another special assessment in addition to the one that has been running for seven years. What procedure should be used to accomplish this and when are the minutes of the Special Meeting approved by the Board. It seems plain that at a special meeting of the owners the Board has to approve this meeting also for the special assessment to be valid, and this is all done at an Owners Meeting, same as Annual Meeting.

Keep in mind all our Regular Board meetings are closed and vote is registered via conference call (I think). Is there a vote talley with written conformation, I very much doubt it. The conference call originates where our Office is and we now have two full time owners on Board, one will be leaving and the other we hope will be elected president and we have a couple great candidates that spend a lot of time here and have demonstrated a real interest in the Place. That leave the current President that has been on the Board in excess of Ten years and another absentee owner whos has been on the Board at least 6 years or so. Next year, hopefully there will be a complete new Board and President and the direction and management of the complex will change for the better. It was along time coming.

RobertR1,

Robert's Rules does cover this, but people sometime resist when you tell them something is covered in Robert's Rules and they try to tell you that it doesn't apply because the bylaws doesn't say you are bound by Robert's Rules. Personally, I regard that as a silly argument because it's a generally acknowledged fact that SOME rules of parliamentary procedure must apply, so why not choose the one that's the most common - Robert's Rules? Besides, as long as something in Robert's Rules doesn't CONFLICT with whats in the bylaws, why not use them? It's better than making up your own.

So, as to minutes, In Robert's Rules on page 92 you will find: "Minutes of one annual meeting should not be held for action until the next one a year later."

Page 451-459 covers the topic of minutes more thoroughly. On page 457 it says: "When the next regular business session will not be held within a quarterly time interval, and the session does not last longer than one day, or in an organization where there will be a change or replacement of a portion of the membership, the executive board or a committee appointed for the purpose should be authorized to approve the minutes."

When we apply these statements to the authorization stated in our bylaws that "the Executive Board may act in all instances on behalf of the Association" (with, of course, some exclusions, of which approving minutes isn't one of them) we come to the conclusion that the executive board CAN approve the minutes of the annual meeting.

You should buy yourself a copy of Robert's Rules. It's a little over $12 from Amazon.com and it may answer a lot of questions on several topics. I'm not suggesting that you put on powdered wigs and run your board meetings in the strict sense of Robert's Rules, but it can be a big help in answering questions. By the way, powdered wigs actually went out of style before Robert's Rules came along. Although based on English parliamentary law, Robert's Rules weren't first published until about ten years after the American Civil War.

If you want more documents to "point to", look around for articles that contain the subject matter your're interested in. Has anyone ever checked out the "Articles" tab on this website? Go back to the home page and click on it. There's lots of good stuff out there, some of it written by professionals, if you're interested.

Bruce,
Thanks again for all the help.

Also thanks for your time and effort, and your suggestion about Articles.

I had a good procedure for HOA's meetings written byy a Goldberg from Illinois, a lawyer. It made perfect sense to me and since our documents don't specify anything, I suggest the Board use it.
No response to that.

I apologize. It's not the "articles" tab; it's the one labeled "Library" and you'll find it at the top of this page. There's lots of good information there when you get to the articles that are available.