Deleting BOD minutes

Hi all! I’m Secretary of our HOA comprised of 149 single family dwellings. I’ve been Secretary since January 2009. Prior to Jan 09, our board meetings were held at the office of our management company. The MC recorded the minutes and transcribed them. I learned today that their policy is to keep tapes of minutes for up to three years in case a discrepancy appears.

Since I’ve been Secretary, we’ve (the BOD) has moved the board meetings out of the MC’s office; I now record the minutes and transcribe them. I keep the tapes at least until the minutes from that specific meeting are approved. After approval I typically use those tapes for the following months meeting which, of course, erases minutes already on the tape.

Today, I received an email from the MC (copied to all BOD members) recommending that we keep our tapes for three years in case of a future discrepancy.

My position, which I will propose to the board, is that we continue to erase our tapes after the corresponding minutes have been approved and that we direct our MC to erase all tapes they have in their possession of our previous board meetings.

Do you believe this to be the correct position?

WHAT is in the minutes? Please don't tell me it's the entire transcription.

To stop all this craziness, ONLY list the actions or motions of the board. What people say and think has no place in the official minutes of the meeting.

I have told this story before, but here goes: our HOA settled out of court for $12,000 for a lawsuit because it was recorded in the minutes something that was the personal opinion of the president - an off the cuff comment that was derogitory about a member's relatives.

Just the facts in the minutes.

Yes, an "off the cuff remark" can cause major financial repurcussions in the hands of a clever attorney. Remarks can be and often are "taken out of context". In a courtroom the people listening to a tape weren't there and don't understand the CORRECT context in which the statements were made.

Donald,

First of all, I would like to clarify that erasing the tape recording of a meting is NOT deleting the minutes. Your prepared minutes are the official record of the meeting and unless they are being destroyed the minutes are intact.

I would suggest you pare down your minutes. Quoting a h/o in the minutes is really not a good idea unless that h/o has the opportunity to approve what you've stated he/she said. Our board minutes do not even state the name of a h/o making remarks to the board but rather just the lot number. Here's an example of what should go into the minutes: "H/O from Lot 25 suggested the BOD make improvements to the park located at XXX. The board will discuss this issue at the next board meeting." Short and to the point -- absent all the "he said, she said". I agree the exact motion should be stated in the minutes, along with who made the motion and the vote outcome. But the discussion does not need to be stated even in summary form. IMO, the discussion is meaningless; all that matters is the vote.

Mary, I would suggest your example should not be included. There was no board action taken at this meeting thus nothing should be included. This is still a he said she said statement.

I probably won't get much agreement, but this is an example of what I would expect from minutes, no more -

"CALL TO ORDERJOUORUM
The MyHOA Homeowners Association meeting was held on 6/16/09 and called to order by President Same Jones at 7:18 p.m.

Board members present were: Sam Jones, Robert Preston, Tom Mefford, Mary Smith and Missy Romano. Tom Patrick was absent. Quorum established.

GUEST SPEAKER
Fred Rodgers from MyMc Community Management presented the details and benefits of the new collection plan offered by Vision.

Motion by Mary Smith to accept the proposal to allow MyMC to perform collections of assessments contingent on MyMC not changing the fee schedule for 18 months. Motion carried.

APPROVAL OF MINUTES
Motion by Sam Jones to accept the May minutes as amended. Motion carried.

OLD BUSINESS
Motion by Mary Smith to change street sweeping service from every other month to once per quarter. Motion carried.

NEW BUSINESS
Motion by Mary Smith to change pest control service from Big Bugs to Critter Control effective August 1, 2009. Motion carried.

ADJOURMENT
Meeting adjourned by Sam Jones at 8:16 pm."

Lynette,

That code does not apply to HOAs -- it applies to TX State Govt, county and municipal govt and certain non-profits serving specific functions auhtorized by state or local government.

HOA's in TX are bound by the Texas Corporation acts (TX Business Corp Act, TX Non-Profit Corp Act, and TX Misc Corp Laws Act).

I'm not sure about some of these other states.

If you want to discuss HOAs in TX, you can email me at [email protected].

MichaelK11,

I will let you look it up and read the rest if you wish but this is what the intro says:

GOVERNMENT CODE CHAPTER 551. OPEN MEETINGS
Sec.551.0015. CERTAIN PROPERTY OWNERS’ ASSOCIATIONS
SUBJECT TO LAW. (a) A property owners’ association is subject to
this chapter in the same manner as a governmental body:

The specifics on who it applies to is based on population of county or adjacent county. The Acts you listed are right on, but I have found other codes or laws that can work in our favor or be used against us. Careful not to count them out.

Lynette

To all,
Donald posted and asked specifics about SC.
Lots of advice here about Texas, etc.

Brings up the subject that these requirements are state specific.

Can that be assumed in the event you have to go to court? If the purpose of deleting recordings is an attempt to circumvent the law can that be a detriment? Some one suggested that you use the Woods defense (Nixon era I believe) I doubt the fact that the Presidents secretary in an impeachment trial is going to apply to HOA management process. I also suspect Woods actions were ever used to cite case law, I don't know.

But, living in SC I would be very cautious about electing as a Board to destroy any records of meetings. Records meaning anything that was recorded in an open meeting by the Board. Follow the leader and do what the county council does.

Also to stop recordings in SC may well be prohibited. I am pretty sure there is a time frame that recording would be kept in SC (not positive), but you know, recording can also be used to establish any confusion about what was said and are used to clarify the minutes, so they are not all bad. They can also be used to defend the Boards actions and establish support for the Board.

The Board in SC can use ES in specific limits to discuss sensitive matters, and in my association this ploy is used far too often and skirts the guidelines, but that is another story.

Maybe this will help get this back to a SC question.

Susan's example should be noted. But not knowing specifically what was said it is hard to throw a blanket over everything and say destroy all copies of the recordings, especially if the state allows for open recordings. I lean toward the Board using their recording, and many meeting are recorded in total in SC, to verify the minutes and remain on file for a period of years. If I had to provide the answer to my Board I would do as I suggested, make a phone call to the county council and follow their lead. Our county council meeting are recorded and videotaped and if you elect to speak during public comment you will be videoed and taped, and rebroadcast on a civic TV channel during the week.

Michael,
I don't know if this issue is a state specific issue either.

But I expect we are going to hear some different points of view.

In fact I suspect if you used a PC to take notes during meeting and referred to those notes to formulate minutes, that file would also have to be retained, so it is almost impossible not to make any records during a meeting, unless there is some other legal specified provision.

The question also comes up, as you pointed out: Do you do more harm than good by destroying records.............any records?

I don't know about now, but I know about ten years or so ago, I constructed shelves to hold our associations written records from 1981 and stored them in a room here on the complex. Now I wonder if they are still there? But suppose they were and for some long shot they were needed to be included in a court case, say against the association. So you go get the box labeled with the year, go through the records, and if you notice anything detrimental to-wards regime, you destroy them. Sounds like a good way to go to jail to me.

Donald:

You make some good rational points.

To add, the Board is not required to maintain recordings of each Board meeting.

The Board is required to maintain "minutes" in written form of the Board actions taken.

To record and now maintain a recording of these meetings serves no useful, or rational purpose.

Sometimes people are givien a position and rather than doing what is required they now take on more than necessary. Then you have a problem created when not needed.

Our current Secretary when new wrote down each statement, comment, or deep breath taken. Now the minutes go to me first and then the Board for review.

Protecting the interests and liability of the property and Board my what a novel idea.

As far as avoiding the possibility of jail in doing so NONSENSE.

"What are you in for????? "I erased the recording of our August meeting...."

Lockup 2009

Florida HOAs are lucky that the Statutes state that official minutes must be kept for 7 years, along with stated other documents. But this is it. 720.303(f) Check with your State HOA laws which may have a time restriction for saving official docs.

(f) The minutes of all meetings of the board of directors and of the members, which minutes must be retained for at least 7 years.

Don,
I went to your link and read your discussion paper. I is well worth the read and those that have posted on this subject owe it to fairness to take the time to read it. I think you have pulled the issues together and presented them fairly. DO NOT MISS THIS LINK in his post.

As a comment only, I wonder how much Locality, defined as a specific area, plays in the big picture. Is there some follow the leader that holds sway to some degree? I live in a Resort area that borders the Atlantic Coast. Is any of this influenced by specific areas in our State? I know the law is the same but local politics do influence the courts.

Donna,

Bingo..you got it. Some folks are just anal retentive but there is no reason to keep records longer than your docs say. Murder is the only situation where there is no time limit. I seriously doubt there are no time limits on other lawsuits.