Board Minutes Approval

We have 5 members on our HOA Board. The Secretary, as usual, drafted the minutes from last week's Board meeting and sent them to the other Board members for review and comment. Three members of the Board have made it clear that they will not approve the minutes as drafted because they want the minutes to reflect inaccurate information. The reason behind this is that they do not want the members to know the truth regarding the result of a recent member ballot. The Secretary and the other Board member do not approve of their recommendations but know they will be over ruled 3-2 on approval of the revised minutes. Does anyone have any suggestion what the Secretary should do in this circumstance? Thanks..Joanne

JoanneH,
Another example of the advantages of being transparent. If you sent out a minutes draft you would not have to worry about this. The board is allowed to make mistakes, they are not allowed to hide the facts if the fact is there was a vote by either the members or the Board. I take it this vote or ballot was called for by the Board. It seems the prudent thing to do..........why not? As far as ballots meaning votes they have to publish the results, as far as I know. Now if you are referring to ballots as some kind of a poll to get opinions the Board is not obligated to serve the majority, they serve the association after determining what they they think best and they have to stand behind their decisions. Again they are entitled to make mistakes. Regards approving the minutes at the next board meeting, nearly all do that, some don't send out drafts. But in either case, if a vote is going to be taken to make the minutes reflect the meeting, and there are differing opinions, then, any dissenters to the vote can call for a roll call and motion to have the vote included in the minutes and the vote about what has to be referenced. If the majority votes not to include this subject in the minutes and it actually took place, they are on a slippery slope.

Joanne, if voting for the Bylaws amendments has not yet been closed then it is premature to announce the amendments have failed to be passed. A draft of minutes can be submitted to the Board members (we always do this) but the minutes should be approved (with any changes) at the next Board meeting and not before.

JoanneH,
For the record, explain how this extensive By-law questions came to be, and site the procedures for the action to take place? Was all this done right, were these meetings noticed as required? You speak of two member wittnesses counting the vote, don't they know, outside the board, who won? You also refer to members and at times it is difficult to know for sure if you are talking board members or members of the owners or the voters. Our documents refer to the membership as the "Council", which also creates confusion at times.

IF the minority of the Board feels this proposed action by the Majority is illegal or outside their documents, they should bring this question to the Board for discussion and maybe a special meeting should be called to clarify the matter. If the Board is now attempting to get more votes after the fact the election has been offically completed and the President called for a counting of the votes, that is what the board did and the election is over. IF the majority of the Board is so inclined I suspect they could find the election flawed by some procedural rule, it all looks a little suspect to me, they could declare the election null and void and hold a new election, and by that time, I imagine they would never get the votes for passage. My opinion.

The Board wanted to make changes to the by-laws and the process involved sending the proposed changes to the community, holding meeting with interested community members for feedback, then sending out the new by-laws for vote. This was done by putting a copy of the new by-laws (without any change log or changes highlighted in the document) along with a ballot on whether you approved or did not approve in their mailbox. The ballot said " Ballots are to be returned by March 17, 2010" in bold letters. The ballots were counted by the Secretary and another Board member along with 2 community members as witnesses to the process on March 18. The Board was not officially notified of the results until March 22nd, the day of their scheduled Board Meeting. The witnesses were asked to keep the vote confidential until the Board could notify the community of the results. At the Board meeting, the Secretary presented the results including numbers voted, yeas and nays. Three of the members of the Board decided they wanted to keep the vote open and solicit votes from the community members who did not vote. The logic was that the "community misunderstood the March 17 date as the deadline". The Secretary wrote up the minutes with the voting results included and the 3 Board members are revising the minutes to take out the results. Typically after each Board meeting the Secretary writes up the minutes, emails to the other Board members, and gets an email approval of the minutes. They do not wait until the next Board meeting as many of you have indicated to do the approval. Once the minutes are approved electronically, they are sent out to the community and posted on the website. One of the 3 Board members in favor of continuing to collect ballots, put the ballot box back into the clubhouse to collect more votes. Obviously, community members saw this along with hearing from some of their neighbors who were contacted by one of these 3 Board members after March 22 to get their ballots in the box. To date, the Secretary has refused to touch the ballot box and open any additional votes. Also, there has not been a second deadline for votes established or communicated to the community. Many community members are asking what the results are and what the heck is going on, and where are the minutes of the Board meeting on March 22? Finally, the vote met our by-laws requirements for quorum and the results were the new by-laws did not pass. Hope this helps clarify the situation. Can't tell you how much your feedback is appreciated. Joanne

Mary - you are correct in assuming PA does not have an open meeting law - wish we did. All the Board meetings have been closed and even some of the committee meetings which include volunteers working on landscaping or facilities. Two of the Board members are trying to change that but get over ruled most of the time. Your suggestion of using draft minutes to communicate to the community may be the answer here. Thanks so much!

Joanne

I forgot to add.

You can also endorse members to run for theBoard that are in favor of "open meetings. A solid platform in any election.