Florida condo- minutes of member meeting

I have seen this handled two ways and can't find a cite in chapter 718 that speaks to this. Any info with citation would be appreciated.

When a special member meeting is held, are the minutes of that meeting approved:

1- by the board of directors at the next board of directors meeting

or

2- by the membership in attendance at the next meeting of the members (annual or special meeting)

Anne,

First of all, if your bylaws do not call for use of Robert's Rules of Order then the BOD does not have to abide by them.

Secondly, the usual rule of thumb is that minutes of board meetings are approved by the board members and minutes of members' meetings are approved by the members. The approval of minutes would take place at the next scheduled meeting; therefore, the minutes of the special meeting would be approved at the next annual meeting unless another special meeting is held before the annual meeting. I doubt you will find this addressed in any state law or, perhaps, even in your bylaws. BTW, I don't think it would be proper for the BOD to approve minutes of a members' meeting.

AnneH,

Here's my take on it. It would depend on who called the special meeting. If the Board is present, I would feel that the Board would take the minutes and then approve them. If the members are having the meeting without Board presence, then the members approve those minutes.

Sorry Donna, but I cannot agree with you on this one. It doesn't matter who is taking the minutes what matters is whose meeting it is. Our BOD has a paid professional come in to take the board meeting minutes, but she isn't resp. for approving them, the board is. At least that's my opinion and I'm sticking to it.

Anna,
I have no problem either way. If you do it this way------fine.
If your documents contain the wording you posted and you follow it ......fine.

I am just curious if your documents reflect word for word what you posted. If so, does it state anywhere about who chairs a special called members meeting? Our documents describes how a special meeting can be called and one way is through a member obtaining enough votes to call the meeting, and the other is the process of the Board calling for a special meeting of the members.

I contend if the members call the special meeting, they can chair the meeting. The minutes would be taken by appointment of the chair, as would any other appointments the chair decided to make for the meeting, and the minutes would be approved at the next annual by the members.

I say if the documents allow the members to call a special meeting, it is exactly that, a SPECIAL meeting of the members. I even have trouble with the Board automatically assuming a chair position at an annual meeting of the members. I know our documents give specific instruction of what the board should do to set up the annual meeting and to me that just confuses things with regard to members meetings.

I also doubt if my concerns mean much.

Donna's points just re-affirm my belief that a motion should be made AT WHATEVER oddball meet is held that a committee be formed to approve the minutes of the meeting. Waiting over a 1/4 of a year does not make sense.

Memories fade. Financial decisions and/or other actions could be delayed or not have official status.

It would only take a minutes to make this motion and it could be done at the end of the meeting itself.

Donna's points just re-affirm my belief that a motion should be made AT WHATEVER oddball meet is held that a committee be formed to approve the minutes of the meeting. Waiting over a 1/4 of a year does not make sense.

Memories fade. Financial decisions and/or other actions could be delayed or not have official status.

It would only take a minutes to make this motion and it could be done at the end of the meeting itself.

Mary,
Good morning, up early or up late?

Anyway, to be clear. My documents do not address the issue of who chairs a Members called special meeting. Nor do they have in them anything much different than what you describe. But I still think, as you do, there are gray areas here.

Case in point. Suppose a Special Members Meeting was called, and provisions of the by-laws met, to recall the whole Board? Suppose this Board was as bad as many we read about. In fairness, note fairness, who should chair that meeting?

Right now, I am not sure where I developed a position on this or why, but in my memory bank there is something like a member of the association could be asked by those doing the recall to chair the meeting. Also I seem to have some recall about in a particular contentious situation, an outside parliamentarian, or a retired judge or some other expert should be provided by the members doing the recall.

I expect a legal eagle might know, but I bet it causes some deep concern when he above arises.

Mary,
Are you saying all Florida By-laws containlanguage that the President must chair the meeting? Are you saying the by-laws state the President CAN choose the manager to chair the meeting?

Or are you saying if the by-laws of the Florida condos state state this, then you must do it.

I personally have a problem with the Manager serving as chair in any members meeting. The manager is there by invitation of the board to provide them certain information, he/she is not there because they are members. Appointing skilled professional is another matter and the board may have this election, unless forfidden in documents.

I just have to believe it is a gray area, and however it is done and everyone is happy, ok by me, but the question could be raised and would have to be addressed.

I do find it interesting that the term "The Board" predisposes "The Board" to be all things to all matters because they are "The Board" and therefore uniquely qualified to direct the Band. Would you feel the same way to "The Board" if their prior actions resulted in the membership recalling them because of criminal activity or fiduicary impropriorties?

Grace,
I would assume you are referring to Virginia in particular. I have never heard of this being done anywhere and don't believe it would be desirable, legal, or productive. Having said that, I suspect somewhere, sometime, it has probably been done. I can see the desire to do it at the Turn-over meeting with the developer. Usually there is not enough organization in place to get this done and unless it is specified in the documents I think it is suspect.
You might be able to make a case at turnover, if you had a slate of candidates and evidence of somekind of a preponderance of votes taken prior to the turnover meeting. It may work and you may get away with it............but I doubt it is proper.

It would probably not be considered a proper motion by the President for starters, nor would a vote, discussion, be allowed. Rightly so in my opinion.

You would have to follow the procedures in the CC&R's for recall.
I doubt any other method would be acceptable for recall of Board.

Grace,

It would depend upon what your bylaws say and also if there is state law regarding recalling board members. In AZ there is a specific statute governing this which would prohibit the process from occuring as you suggest. You would have to take a look at the requirements for an annual meeting, specifically must all items to be voted on be specified in the notice of the meeting. What are the quorum and voting requirements for removal of a board member. Are they the same as for the annual meeting? Another point to ponder is, if elections were held at the meeting how would members who aren't at the meeting have the ability to vote? No member can be denied his right to vote unless he is delinquent or in violation of the gov docs (but only if that is specified in the gov docs).

Mary, Whether I have/had trouble with my Board is not relevant nor am I proposing that anything should run the association but the Board, good and bad. I am not the only poor soul that likes to speak their piece, because it is counter to some board action does not mean I have Trouble. When you disagree with your board are you then in "trouble." What we need in associations is more of these people that will question the board, not that will be a problem. As soon as you designate anyone disagreeing with the board as having a problem you label them as a trouble maker. It is unfair, untrue and misleading.
I post 90 % of my stuff on the net here on Hoatalk, I seem to recall that hardly a day goes by that we don't hear "apathy" being cried out. Non-responsive owners, etc, etc.

Let me ask you if you think the BOARD is uniquely" qualified to direct the band, and extend that and ask do you think each owner is uniquely qualified to be a member of the HOA.

I know what you are thinking, it is just not what you are saying.

I would see nothing counterproductive in this case for a member of group that got the petition together to recall the Board with the REQUIRED majority agreeing, to chair the meeting. The Board would could attend, no problem there, they could object under the same rules they govern under. They could contest the results of the meeting, for good reason. But they can not deny the vote of the people, whether they conduct the meeting or someone else does. Remember you have already admitted you think it is perfectly proper for a non member to chair the meeting, you ignored my suggestion for a credentialed expert to chair the meeting.

Mary, Lean over here and let me give you a Spanish Backbender Hug. I am just jerking your chain a little bit. You can see why I am always in :trouble".

My uniquely qualified came from your post:

How would you propose the gov docs be written? Who do you think would be "uniquely qualified to direct the Band", if not the BOD?

I know you didn't mean all Boards were uniquely qualified, but it came out that way.

Look out, here comes the Masked Spanish Back Bender.

Mary,
I am shocked a woman with your experiences and especially after your movie career has never had a Spanish Backbender Hug. I suppose you will tell me you never did the "Y" Dance either.

Surely you remember those "touching" moments (movements) on the dance floor when dances had meaning and intent. A little too much movement, and it was, "Y" Dance!

This post explains why the minutes for a members' meeting should be approved by the members at the next members' meeting. The secretary and board have a facilitating but not decision-making role.

There are many details concerning governance that are too numerous to include in the law governing organizations, or even in the bylaws. Yet these questions do come up and authoritative answers help an organization run smoothly and protect the rights of members as a group and those of individual members as well.

These many blanks can typically be defined by specifying a parliamentary authority in the bylaws as the "bible" for answering these questions. The authoritative references on parliamentary procedure are typically developed by professional parliamentarians through consideration of how to provide good governance while protecting the rights of members.

Some state laws specify a parliamentary authority, typically Robert's Rules of Order Newly Revised (RONR). Or the parliamentary authority can be specified in the bylaws. All of us should be lobbying our state legislators to incorporate a provision requiring designation of a parliamentary authority that is maintained by parliamentarians in the bylaws.

RONR maintains a discussion forum much like HOA talk for answering questions concerning RONR and answering parliamentary questions using RONR as the reference. RONR assumes a deliberative society with actions taking place only at meetings. Interfaces with statutory law, such as the use of proxies, are only tangentially discussed because such are considered outside the scope of a deliberative body.

In my opinion, a reference that better fits the governance of owners associations is the Standard Code of Parliamentary Procedure initially authored by Alice Sturgis. This code is sometime referred to as Sturgis parliamentary procedure. It is shorter, and I find it easier to read and apply. It considers the legal aspects including proxies.

The Sturgis name was dropped from the title for the Standard Code of Parliamentary Procedure after the death of the original author. The book is now maintained and updated by the American Institute of Parliamentarians, The internet link in this paragraph provides internet links to other sites that may be of interest.

Absent a specific provision in the governing documents such as the meeting minutes issue in this thread, the authority likely resides with the board under its authority in law and other governing documents to manage the affairs of the association or equivalent. But even then the board is obligated by its fiduciary duty, The general standard for fiduciary duty is to apply the prudent person standard — what a prudent person would do in like circumstances.

With regard to the minutes of a members' meeting, I believe a prudent person would act to protect the rights and interests of all affected. Important questions are (1) are there standards on how this matter should be handled? and (2) what do professionals recommend? The answers should lead to the standards defined in authorities on parliamentary procedure developed by professionals. Ultimately, parliamentary procedure is part of what a prudent person would consider.

Prudence requires that actions of the board consider the rights and interests of all parties involved, and not be arbitrary or capricious. This leads to what others have described. Meeting minutes of a group should be approved by that group at the next meeting. The board secretary facilitates by drafting the minutes. Board approval of the draft is appropriate but only as a draft so that the draft minutes can be published to the members properly identified as draft and subject to final approval of the members at the next members' meeting.