Dumb minutes technical legal puzzle

I am the Secretary of the HOA Board. The HOA has a Management Company, too.

At a Board Meeting, I and two Management Company representatives took notes. Usually, the Management Company drafts the minutes, I make my modifications and the draft minutes are presented at the next Board meeting for approval by the entire Board.

In this case, the Secretary (me) and the two Management Company representatives disagreed on a minor point. I said that an issue was tabled; they said that an issue was removed from the next agenda. For grins, neither side decided to give in.

The Management Company decided to ask the other attending Board Members what they remembered. The Secretary claimed that this was unnecessary and irrelevant; the Secretary's authority over the draft minutes is absolute. I claimed that neither the Board nor the Management Company could force me to change the draft minutes. The Board could only (A) refuse to approve the draft minutes and/or (B) remove me as Secretary and vote in a new Secretary who could change the draft minutes.

Turns out, the other Board Members couldn't remember what happened (and couldn't care less, either). The Management Company decided to present the Secretary's draft minutes to the Board for approval but to have on hand a Management Company version of the minutes in case that the Board failed to approve the Secretary's version. The Secretary claims that the Management Company had no standing to do this.

Is the Secretary's authority over the draft minutes absolute, regardless what anybody else says and any amount of evidence that he is wrong?

Is the Management Company allowed to present its own minutes for approval or does this interfere with the Secretary's authority?

All our documents are boiler-plate and don't address these issues except in general terms.

Like I said, dumb.

Daniel, the job of taking minutes is yours as Secretary unless the MC has been delegated the job. You said the MC drafts the minutes and you make modifications to their draft. Therefore, unless the MC Agreement also states it is the job of the MC to present the minutes to the entire Board, as Secretary you can chose to advise the MC that you will present the minutes to the Board for approval. Then you can do so in the manner that you chose.

Daniel,

As Secretary you should be responsible for taking the minutes; however, if the BOD has an agreement with the Mgmt Co for their manager to take the minutes then you no longer have that resp. Which is it? If it's your resp then I would just let the mgr know that there is no need for her/him to take minutes. As for making corrections to the minutes that should be done at the board meeting. After reading the minutes, or dispensing with the reading, the Pres should ask if there are any additions or corrections. If so they are made then the Pres calls for approval as amended of the minutes. Since the corrections have been stated, and perhaps discussed, I can see no reason why the minutes would not be approved as amended.

In answer to your last two questions: it all depends upon who is designated to take the minutes. Our BOD has a professional recorder take the minutes.

Like I said, this dispute is for grins, not for serious.

The Management Company works for the Board, not for me. So, I cannot personally discipline the Management Company.

The Board probably doesn't know and won't care so they have no dog in this fight.

Can a contract with a Management Company or professional minute taker supercede authority granted to the Secretary in the Bylaws? I would think not.

Daniel,

I agree with Roger. Do your bylaws give the BOD the authority to appoint other agents to do whatever the BOD wishes? Many do. But, if the BOD prefers to have the mgr take the minutes no matter what the job description of the Sec is in the bylaws, the BOD's preference would supercede. Frankly, you should be happy; it's less work for you.

As a board member you have the right to make any corrections to the mgr's minutes at the board meeting where they are being approved, so what difference does it make who took the minutes???? Of course the board must vote to approve those minutes as corrected. The mgr can voice his opinion but he doesn't vote on the approval.

But, as the sec. you really need to have the BOD make that distinction -- are you or the manager resp for taking the minutes?

Don't make a mountain out of a molehill over this issue and I hope you're just not embarking on a power-play with the mgr. as that may just cause you even more problems down the road.

Daniel, if you are in doubt as to who is assigned to take the minutes then have the Board clarify this at the beginning of the next Board meeting. Based on your comment that the MC took the minutes and sent them to you it seems to me that the MC is taking the minutes. You and the other Board members can make corrections prior to approval by the Board and if you do not like the minutes being reported by the MC, you can request the Board give this job back to the Secretary.

No, I am saying as Secretary, if you want to take minutes you have that right.
Meanwhile, the Board may delegate duties assigned to officers so long as the officer agrees. When the Board enters into a management agreement it can provide for the MC to take minutes. Our Company is usually requested to take minutes as well as do the job of the Treasurer, sometimes chair meetings, act as parlimentarian, set up meetings, and provide guidance in conduct of meetings. Most of the time we have found that officers are not aware of state requirements which are not in their By-laws. That is one reason it is prudent to hire a competent managing agent.

Daniel,

Please explain your remark.