Board Minutes and the Dissenting Vote

Started by SkuddleM • 25 replies • 5362 views

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SkuddleM (Colorado)
Posts: 62

Posted:

After discussing an measure, Joe makes a motion to vote on it. Sam seconds, the Board votes, and the measure passes. However, there is one dissenting vote.

When recording the minutes, is it proper to record the reason for the dissenting vote, or does the Secretary only record the motion and the vote results?

What can the dissenter do to make sure his reason for dissention goes on record?

SusanW1 (Michigan)
Posts: 5,202

Posted:

No, the motion's passage is the only thing written in the minutes. Sometimes the count of the motion's vote is not even recorded, only the final passage or defeat. Others do role-call voting, or list the vote's actual numbers.

At the discussion time, the dissenter should make his/her "case" in order to try to sway the other voters. But after the president calls for the vote, and the vote is taken, all discussion is ended. The decision of the board has been made.

The dissenter can motion to amend or recind the original motion, or make another motion at another time.

SkuddleM (Colorado)
Posts: 62

Posted:

Okay. On split votes, is it improper to record who votes for and who votes against?

SkuddleM (Colorado)
Posts: 62

Posted:

One more thing - would questions such as I have asked in this forum be addressed in Robert's Rules??

SkuddleM (Colorado)
Posts: 62

Posted:

Sorry, I meant "in this THREAD..."

SusanW1 (Michigan)
Posts: 5,202

Posted:

"Proper" is up to your board. But generally, each member's vote is private.

The RESULT of the vote is the main thing that needs to be made "public" (recorded in the minutes).

Yes, these things are mentioned in RONR, but there are no strict rules.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

No, the motion's passage is the only thing written in the minutes. Sometimes the count of the motion's vote is not even recorded, only the final passage or defeat. Others do role-call voting, or list the vote's actual numbers.

Susan. isn't your above a little contradictory> You say on one hand the motion's passage is the only thing written. and in last sentence say others do role call voting, which is clearly not just noting the motion passed.

My response might go more like this.

I believe we are seeing more transparancy in the Management of HOA's . A lot of this probably reflects a new generation of younger owners coming aboard and certainly the huge numbers of people living and moving into associations are going to pressure and change some old line habits. As Susan states there are options to not having anything noted in the minutes and any member would do well to investigate the different rules that can be followed by individual associations, and if you don't approve of the current ritual, get involved and go out and change them.

GeorgerwilliamsW (Indiana)
Posts: 975

Posted:

Susan is entirely correct and accurate in her responses here. There is a continuing confusion between the minutes of a meeting and the record of a meeting.

Fundamentally, minutes report only the actions taken at the meeting; the record of the meeting is a report of what was discussed. The record also may include extensions of remarks, reports received and other information.

However, the board, and in particular the presiding officer (i.e. chairman or president), at its discretion, may determine just how inclusive and comprehensive the minutes will be.

And, unless otherwise stated in the association's governing documents, it is not necessary for the board to follow Robert's Rules of Order or any other published parliamentary procedures. Most small groups operate with very few, informal rules.

MaryA1 (Arizona)
Posts: 7,043

Posted:

I doubt there are many assn sec's out there that provide minutes and a record of meetings. In fact, I doubt that most have even heard of a "record" of the meetings. As George says: "most small groups operate with very few informal rules"; in fact that may also apply to most large groups or to most HOAs. Susan is definitely an expert on RRO and perhaps her BOD operates under those guidelines, but IMO, most do not. Whatever the secretary writes in the minutes is often approved. So the real bottom line to this is that whatever your board accepts will be the standard procedure.

In legislative bodies it's not uncommon for the legislator to preface his vote with remarks that defend his position. No reason why a board member cannot do the same. Also, no reason why that board member cannot state that he wishes his remarks to be made a part of the record. BTW, having served 3 yrs on an HOA BOD and 3 yrs on a City Commission votes were always verbal -- never a secret (or private) vote taken.

JosephW (Michigan)
Posts: 882

Posted:

A board member who votes against a motion that is subsequently passed and requests that his/her "no" vote be recorded in the minutes SHOULD be accommodated. It is that board member's right. This is critical to protecting a board member who believes, or knows that the board is acting improperly, or is in violation of the governing documents and/or state laws. If it is not included in the minutes, the dissenting board member should request that it be corrected when the minutes come up for approval at a future board meeting, and again vote against the approval if outvoted.

I don't know to what extent this may protect the particular board member from possible legal actions, but it might.

Joe

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RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By SkuddleM on 01/18/2009 6:34 PM
After discussing an measure, Joe makes a motion to vote on it. Sam seconds, the Board votes, and the measure passes. However, there is one dissenting vote.

When recording the minutes, is it proper to record the reason for the dissenting vote, or does the Secretary only record the motion and the vote results?

What can the dissenter do to make sure his reason for dissention goes on record?

The name of the person voting against a motion should be recorded. The discussion nor the reasons to vote vote or against a motion need to be recorded in the minutes. If the person feels it is critical for their reason to be recorded they can write a memo and record it with their attorney.

RogerB (Colorado)
Posts: 5,067

Posted:

Sorry it should read vote FOR or against

RobertR1 (South Carolina)
Posts: 5,164

Posted:

George,
Clear me up here.
First let me preface that I am not disagreeing with what Susan said other than to observe her statement was a little contra. In the para I pasted there was no distintion between record and minutes.

I don't believe that anyone that has ever read minutes of any meetings, other than strictly local group meeting would expect to see a bunch of Vote tallies included in the minutes. I also believe you cloud the issue because that is not the thrust of what is happening in this thread. The questions seems to be, is it proper to vote and not record the vote? We have concluded that not all rules are covered in all documents and leeway must be allowed to facilitate the business of the Board and some Boards feel that a recorded vote is not mandatory or necessary, and they have the authority to select this ritual. Some of us question if this is the Board's choice, and believe it is the members choice, and should be covered by the documents. I am also sure my response can be picked apart, but when the sun comes up tomorrow, can we determine if a vote should be recorded and can the members has access to view Board votes?
In our condo, we have a community room, we have finally gotten around to making a couple of note books for owners information. There are couple of several years back minutes. Ther are no copies of any Records of Board Meetings that show voting.

Is this a good thing or a bad thing?

SusanW1 (Michigan)
Posts: 5,202

Posted:

Personally, I don't think the board should allow "editorizing" after the results of a vote.

Once the vote is taken, the results then become the ONE voice of the board. Right or wrong, it is the decision of the board, not Joe Blow and Mary Member's, etc. individual decision.

Problem with the outcome? There are options: EACH board member has the right to motion to rescind or amend any previous motion. EACH board member can write a letter to the board stating why they think the board's decision is in error to be read aloud at the meeting. EACH board member, as a member, can start a recall effort on the other board members.

The board member who objects to the outcome should have a legal or moral reasoning behind his objection. (Just because he wanted the community center to be blue instead of brown, and has decided to be vocal about it, is not reason enough for all this drama.) In cases of legal or moral objection, I'd just resign.

SkuddleM (Colorado)
Posts: 62

Posted:

Thank you for the many responses. If you are interested in the actual case that prompted the question, here it is, otherwise no need to read further:

Our HOA has over 400 lots (between 3000 and 9000 square feet, all residential, no agriculture) and provides pressurized irrigation water to all of them via under-street pipes. The majority of the annual assessments goes to the maintenance and repair of this system. In order to repair a break in a pipe, a portion of the distribution system must be closed, resulting in no irrigation water to those lots that particular leg supplied. Sometimes the shutdown affects just 4 or 5 lots, sometimes up to 15 or 20.

Usually the water is off for 5 or 6 hours during the repair, but sometimes due to the extent of the repair, or the timing, the water can be off for several days. On one occasion it was off for over 10 days and the outage affected 17 lots. People did complain, but they understood that with an older system, some repairs can be rather extensive.

On another occasion service to 3 lots had to be shut off for 5 or 6 days. One of the lot owners complained and said he had to use city water during that time to water his lawn and plants. This particular lot owner was not just any lot owner, he used to be the city mayor. For whatever reason, a deal was made between the lot owner and the BOD president to reimburse that lot owner for the cost of the city water that was used to irrigate the lot during the repair.

At a BOD meeting a few months later, the BOD president proposed to reimburse the lot owner $100, supposedly the amount of the city water that was used to irrigate during the repair. The BOD agreed to the reimbursement. The treasurer disagreed with the decision, claiming it provided preferential treatment for that lot owner. After all, the BOD never offered to reimburse other lot owners who may or may not have used city water while the irrigation system was down.

The BOD instructed the secretary/treasurer to cut a check made payable to that lot owner and to keep the details out of the minutes.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Skuddle,
My opinion still stands, and your specific example of what happened and why sort of closes the case, in a way. You posed some questions, we gave varied responses, you know the true specifics and are going to be the one to deal with them.

Now please respond about how effective we were in helping you. What can we do different with a forum like this? I expect not much.
We never get clinical critiques. Give us one.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Skuddie:

No offense, but this is one time I would make sure the rest of the community was aware of what transpired.

You don't need to do it through the minutes, because obviously the board sees nothing wrong with what they did, EXCEPT that they are being extra careful to make sure nobody really knows what was done.

Often times, it's not the action that offends the senses, it's the cover up.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Skuddle,

Are you the sec/treas? Otherwise how would you know what happened?

Frankly, if it were me, I wouldn't be able to do what the board requested of me. My conscience just wouldn't let me, even if it meant I was removed from my position. Someone else would have to write the check and write up the minutes!

KirkW1 (Texas)
Posts: 1,665

Posted:

In my opinion (for all it is worth) you should have something like the following:

Joe moved to reimburse resident XXX for use of city water during the extended outage of the irrigation system in his area. The motion was seconded by Bob and passed with John dissenting.

The check should then be made out to the member and the end of the matter unless someone comes and makes a big deal of it.

As a note, I wonder how many people read the minutes of the HOA. Somehow I suspect that the number of people who read the minutes is much lower then expected around here.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Kirk,
If I speak for muself I run the danger of being wrong but the way I respond to (for instance) your last paragraph seems so natural maybe others feel the same. I don't think we give much thought to who reads them or who don't read them. I think we are wired to just want to make it right as opposed to wrong.
But, your point of how many read the minutes is an issue. Not very many, maybe on average 15 % and 10% of them are repeat each and every meeting. But those folks deserve to see the minutes and I guess that makes the replies here worth while. Of course there is the historic value. 10,000 years from now, a smidgen of Hoatalk may be discovered in a cave somewhere and the finders will be impressed with our knowledge and logic and good looks to boot.

DwightT (Idaho)
Posts: 664

Posted:

Quote:

Posted By KirkW1 on 01/20/2009 6:29 PM
As a note, I wonder how many people read the minutes of the HOA. Somehow I suspect that the number of people who read the minutes is much lower then expected around here.

My guess would be that nobody reads them until somebody makes an issue over a past decision. Then everyone reads them.

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By KirkW1 on 01/20/2009 6:29 PM
In my opinion (for all it is worth) you should have something like the following:

Joe moved to reimburse resident XXX for use of city water during the extended outage of the irrigation system in his area. The motion was seconded by Bob and passed with John dissenting.

The check should then be made out to the member and the end of the matter unless someone comes and makes a big deal of it.

As a note, I wonder how many people read the minutes of the HOA. Somehow I suspect that the number of people who read the minutes is much lower then expected around here.

Kirk, I think your wording for the motion and passage is excellent.
In my experience very few members read the minutes but that is not the issue. They are the permanent record of your association's decisions doing business and become critical when read by a judge

SusanW1 (Michigan)
Posts: 5,202

Posted:

You said:
For whatever reason, a deal was made between the lot owner and the BOD president to reimburse that lot owner for the cost of the city water that was used to irrigate the lot during the repair.
***The President did not have the authority to do that. The best thing he could have said was that he would bring it to the board in a motion. He did that.

You said:
At a BOD meeting a few months later, the BOD president proposed to reimburse the lot owner $100, supposedly the amount of the city water that was used to irrigate during the repair. The BOD agreed to the reimbursement.
***Sounds like a legitimate vote with ONE dissenting vote. What's the issue?

You said:
"The treasurer disagreed with the decision, claiming it provided preferential treatment for that lot owner. After all, the BOD never offered to reimburse other lot owners who may or may not have used city water while the irrigation system was down.
**It's only preferential IF the others were denied the same consideration. (Maybe they will be at the board's door later)

SkuddleM (Colorado)
Posts: 62

Posted:

RobertR1,

We all know there is no _one_ right way to do something. And we all know that nobody can think of all possible solutions or courses of action in any given situation. That's where the power of this board is realized: a lot of different opinions, most I agree with, some I sorta don't agree with, all of which I think are valid and presented in good taste.

To me this forum is like an online clubhouse where I can talk with people who have the same concerns that I have, but who have a helluva lot more experience than I do in the field of HOAs and with working with groups of people in general.

Were you (singular and plural) effective in helping me?

Yes. I've asked a lot of questions here and have always received enough variety in responses to allow me to make a decision.

How can you improve a board like this?

Dunno. It has no trolls or flamers, all questions and replies are intelligent, folks from all over the U.S. participate, and the variety of topics is exhausting. I wouldn't change the tone or the content of this forum. Sometimes 3 different people give the same exact answer in 3 totally different ways (one uses politically correct language, another draws an analogy or cites an example, and the 3rd just spits out his thoughts as they come, with no ribbon or wrapping paper. I think that's great! That's what makes this forum a valuable resource for all participants.

One suggestion I do have is that the mechanics of replying be changed such that one writes his reply at the bottom of a thread instead of a new window so that one can easily refer to earlier postings, but that's about it. One can always open 2 windows and resize to fit...

===============
KirkW1,

The wording you suggested for the minutes is great, but I have a problem with the thought behind doing nothing unless somebody makes a big deal of it. That seems to be the easy way out. "Just do it and don't ask questions". And I believe that is one of the reasons a lot of people don't want to become involved in HOA boards, or in problems in general. They "do it and don't ask questions", then quietly bow out, washing their hands of the whole thing.

Anyway, I believe all board members should support whatever decision the BOD makes. And I believe that if somebody disagrees and wants his disagreement noted for some future judge to read, that person's dissention should be noted in the minutes.

And that brings me to the third topic - who reads the minutes anyway??

============
RogerB,

That's right. Nobody reads the minutes until there appears to be a good chance that a judge will read them...!

As webmaster and with the BOD's approval, I uploaded to the website all the available meeting minutes I have been able to find, and I converted them into HTML files. In case you're wondering, that can take a lot of time to do properly. About 15 months worth at the time. I did that because website statistic programs report the number of times an HTML page is served. After a couple of years online, less than 10 "hits" were tallied for all 15 monthly meeting minutes.

When I became Secretary, I gained access to all the minutes since 2000. (All files and records prior to 2000 have been "lost", probably trashed, and the HOA goes back to 1977.) Sad. Anyway, I changed the format and presentation of the website and did not feel like converting (spelled "retyping") all those minutes into HTML, so I simply uploaded them as PDF files. I don't have any means to track how often the web host serves up PDF files, so I have no idea if anybody has ever downloaded them.

==============
SusanW1,

The issue is that the BOD showed favoritism and bias towards a "person of influence". Dues at that time were $130 a year. Requesting reimbursement of $100 for an outage of a few days (i.e. $25 per day) is in my opinion ridiculous. Maybe a rebate of one month's dues to conpensate for 3 or 4 days of city watering, yes. But practically the entire annual assessment?

Since then, others in the Association have had to endure much longer water outages (2 weeks in one case). Had they found out that the BOD gave $100 to one lot owner to compensate for a 4-day outage, I'm sure they would have requested equal compensation for their loss. Let's see - 20 lot owners at $25 per day for 14 days be $7,000. Had the lot owners made the request and had the BOD approved it, I wouldn't want to be at the following annual homeowners meeting when word got out.

And had the BOD not approved the compensation, I wouldn't want to be around at the next board meeting...

Anyway, I've been pretty long-winded with this, and I appreciate your comments along with all the rest of them. They have made me think this situation through and that's what this forum does best - make people think.

JoanneD1 (Arizona)
Posts: 447

Posted:

Good Morning Group! Talk about inferior minute recording....the PM for our HOA has never recorded any of the discussions at board meetings over the last year regarding a property that was delinquent, had a lien placed on it in Jan. 08, a judgment for 6000+ in July of 08, another judgment, $12,226 in HOA del. in Dec. 08 and a sheriff's sale in Jan. 09. When I attended the last boad meeting, I asked the PM if he didn't think that was worthy of being recorded and he said not necessarily and the BOD sat there is complete silence with no challange at all. I guess I am the crazy one. Joanne

RogerB (Colorado)
Posts: 5,067

Posted:

Joanne, I agree with your PM with the provision that this information is presented by the PM in their deliqent accounts report each month. Our Board packets include a delinquent accounts report for those delinquent and the status of collection on each property. In this manner the names and properties are not in the minutes but are in the management report. Names should never be publicized, only totals. But the detailed information is part of the records of the association which is available for inspection by any member.

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