Too much in the minutes

I could use some advice on how to deal with a possibly trivial situation.

Our Board Secretary insists on including info in the meeting minutes that I think doesn't really belong there. For example, he includes items from past "To do" instructions to the management company and whether or not they have been completed, financial report summaries (no action taken on these items), requests to homeowners to get more involved, etc. Nothing really earth-shattering, but they don't really belong in the minutes. I think what he is trying to do is create a monthly "Report to the members" about what the Board is working on, rather than just a record of decisions that the Board has made.

For the most part I could live with that. There is stuff that doesn't need to be there, but it doesn't usually hurt that it is. The problem is that if I do make any suggestions that he trim it down or remove something that really shouldn't be there, he seems to take it as a personal affront. When I suggested that he didn't need to include an item about the police being called about some vandalism in the neighborhood, he got upset and accused me of trying to hide issues from the neighborhood.

My biggest problem with they way he handles minutes is that he is constantly trying to get us to approve them via email as soon as he sends them out. I can understand him sending them out for review and comments, but I really don't think we should be doing any kind of "official" approval outside of the actual meeting. Again, I think he wants us to approve them as fast as possible so that they can be "released" as a type of status report to the members.

Should I just let it go and let him use the minutes as his "report" or should I insist on "just the facts" with approval only at the next meeting?

Dwight, it might help if you get some verbiage from parlimentary procedure manuals (like Robert's Rules) to share with the Secretary so he knows that you are not mentioning this as a personal criticism, simply that you are trying to keep the meeting at the professional standard.

Your board might also discuss a "membership status report" that is separate from the official minutes that the secretary can post that will ease his concern that the board is in some way trying not to be transparent.

But IMO in no case should either (the official minutes or the "status report") be "approved" via email.

Tim and Michele - Thanks. Sending him the info from RRO is a great idea. He'll probably take it as a personal insult again (Ok, I'm being cynical) but maybe it will calm him down some when I refuse to approve via email.

Thanks again.

Dwight,
Robertsrules.com is a great site for info.
Barbara

I agree with Gerald insomuch as Robert's Rules of Order has no authority in most HOAs because most HOAs don't explicitly adopt it.

I believe that association minutes are "discoverable documents." In case of litigation minutes can be requested. Therefore it is a good idea to keep them to the point of business and without editorializing or precieved bias.

I've come to realize that I'm not really all that terribly concerned with the content of the minutes. Yes there are often things in there that don't really need to be (do we really need to include that the Board will be reviewing our trash policy to require the use of trash barrels instead of trash bags?), but on the whole it probably doesn't hurt that much if they are included, even if the minutes are "discovered".

I think the thing that was really getting my goat is his constant demands that I provide immediate feedback. At our monthly meeting last week he stated that the other Board member and I need to get our comments on the minutes back to him right away. I replied that I will review the minutes and respond as soon as I get a chance. He sent out the minutes on Monday, and Wednesday he sent another message wanting to know what the hold-up was. Sorry, but I have a full-time job plus other responsibilities as well. I'm not going to drop everything just for his perceived need to be done with the task right away. It's been going on like that for the last year and I guess I'm just getting tired of it.

At any rate, thanks for the responses, and thanks for letting me vent.

Dwight,
This sort of thing has come up before here. If I recall right, the suggestion that seemed to work was if this guy keeps insisting ,Reference RRO,(incidently, this issue could be directed by the Board president) should tell him he can be responsible for sending out a copy of Draft minutes and qualifying the report that the minutes will be approved at the next board meeting by a vote of the board, and reference RRO. As far as other Board members commenting on his report, just ignore him, and at next meeting approved the draft minutes with board corrections. His determination is misguided and his insistance to approve Minutes via e-mail is improper and he as secretary does not approve the minutes, the President accepts a motion, if proper, to approve the minutes by vote at a call of the President, not the secretary.

There are many different views on the content of meeting minutes, particularly board minutes. The reader should search HOA Talk for meeting minutes and read the posts with meeting minutes in the title.

Attorneys have different views on the content. I am persuaded about the need for explanations to make the minutes more meaningful to members and to provide the documentation that each member of the board has properly exercised his/her fiduciary duties. A major aspect of the fiduciary duties is reasonable inquiry. If only the actions are recorded in the minutes, there is no record concerning the proper exercise of fiduciary duty.

With regard to the Robert's Rules of Order in the post by TimB4 on 01/27/2010 9:27 PM, the reader should note that the RONR edition online is the 4th edition. It does include specific provisions if the minutes are to be published.

The provisions in the latest 10th edition are similar, but not the same. If the minutes are published, the explanations in the meeting minute are required in Robert's Rules of Order Newly Revised, 10th edition, Section §48, page 458:

Minutes to be Published. When the minutes are to be published, they should contain, in addition to the information described above, a list of the speakers on each side of every question, with an abstract or a text of each address. in which case they ma be called "proceedings," "transactions," or the like. In such cases the secretary should have an assistant. When it is desired, as in some conventions, to publish the proceedings in full, the secretary's assistant should be a stenographic reporter or recording technician. The presiding officer should than take particular care that everyone to who he assigns the floor is fully identified. Reports of committees should be printed exactly as submitted, the minutes showing what action was taken by the assembly in regard to them; or, they may be printed with all additions in italics and parts struck out enclosed in brackets in which case a note to that effect should precede the report or resolutions.

Even if not used as a communication to members, the requirement for members' access to records (typically required by state law) in effect means that the minutes are "published".

Please refer to other posts on this subject, mine and others.

Thank you, I will be careful from now on - good advice