Board Meeting Minutes

Started by ConnieS1 • 6 replies • 1723 views

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ConnieS1 (Washington)
Posts: 10

Posted:

We had a member who resigned at a board meeting as Secretary and then continued taking his own minutes. He then sent those minutes to every owner via email with his own little comments. He also stated what happened in the executive meeting in those minutes. Is this allowable. I did not think it was.

JamesG (Connecticut)
Posts: 83

Posted:

An owner generally has the right to attend a board meeting and take his own notes. He certainly can share these with other owners if he wishes. However, if he characterizes these "minutes" as being "board minutes", then he is clearly out-of-order. The board should instruct him to indicate that these notes are only his personal notes and are not official "board minutes". If he does not comply, then you need to inform all the unit owners that "board minutes" are provided only by the board and no one else.

An owner should never be attending an executive session unless their participation is required to resolve the matter being discussed.

MicheleD (Kentucky)
Posts: 4,491

Posted:

By "allowable" I'm guessing you mean was it "allowable" for him to share what occurred/happened in the executive meeting and not merely that he sent an editorialized version of the corporate minutes to the other stakeholders?

He certainly has the right and is "allowed" to communicate with the other residents in the community.

I would imagine that as long as he did not defame or libel anyone, it's a non-issue.

As far as revealing in a communication to others what occurred in a closed/executive session, I suppose that's a good question.

I believe that what occurs in an executive session does not HAVE to be communicated to the rest of the membership, but is there a legal mandate that it not be?

And if there is, and someone does, what is the sanction/recourse/punishment?

Lawsuit? Censure? Note in permanent record?

I would be interested in what others have to say about it.

DanielH1 (California)
Posts: 482

Posted:

I think that you should come up with a Code of Conduct for Directors where this action is expressly forbidden. The Board should discuss and vote on it.

Only the Board should speak for the Board. Most owners have trouble understanding the difference between when a Board Member is speaking for himself and when he is speaking for the Board. To avoid confusion, the Board should forbid Board Members from making their own comments outside of a meeting but, of course, a non-Board Member owner who attends a meeting is free to take his own notes, add his own comments and distribute them to the membership (unless you forbid that as well).

Executive Session is generally confidential and betraying this confidence can open the Director up to legal action for the people involved (slander/libel).

I know that it smacks of secrecy and unfairness but it is confusing for owners to receive unofficial information. It is also difficult for a Board to operate if owners are constantly bringing unofficial and invalid information. If a Director intentionally takes action (even if he believes it is fair) that hinders the ability of the Board to do its job, this is actually a fiduciary breach. The logic goes: the HOA elected the Board so the Board is the official representative/will of the HOA so an individual Director who sabotages the Board is violating the trust that he is given in his official capacity to carry out unofficial and personal objectives.

All said, though, you should nicely ask the Director to stop.

DanielH1 (California)
Posts: 482

Posted:

Oops, did the Board Member resign as Secretary or resign as both Secretary and from the Board?

ConnieS1 (Washington)
Posts: 10

Posted:

The Board Member resigned as Secretary, but remained on the Board.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Connie,

I'm not sure what you mean by saying he continued to take his own minutes. Does that mean someone else was appointed Sec after his resignation and they also took minutes? If not, then I see nothing wrong with the Secretary continuing to take the minutes of the meeting; however, he should not have sent them out to the members if they had not been approved by the BOD. And, he definitely should not have included the executive session minutes. Was there anything discussed in Executive session that would pose problems for the BOD or the assn if the members were made aware of it? If not, then there was really no harm done.

With regard to the discussion as to whether the executive sessions minutes must be kept confidential, Michele stated: "I believe that what occurs in an executive session does not HAVE to be communicated to the rest of the membership, but is there a legal mandate that it not be?" AZ has an HOA open meeting law which says, "Any portion of a meeting MAY be closed. . .". This means it's up to the BOD to determine whether or not the closed session of a meeting is closed to the members. Therefore I don't know that anyone could be prosecuted for disclosing information discussed in a closed session. Of course different states have different laws and everything is determined by what the law says.

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