Executive Minutes

We decided (as our first action) to practice "complete transparency" without clearly defining that.

We have had several Open Meetings and Executive Meetings per month. (We have our Executive Sessions as separate meetings.)

We have adopted the practice of disseminating the minutes of executive meetings (as well as those of open meetings) and of making that decision for executive minutes on a case by case basis along with the decisions to approve executive minutes.

We have adopted the practice of including discussion summary in our minutes; we believe this serves the interests of the Association.

At our last Executive Meeting we decided for the first time not to disseminate the minutes of the previous meeting. There was a paragraph that I felt should be confidential. The Secretary insisted that she could only draw a line through it, not remove it.

I believe that prior to approval, the minutes are only the Secretary's draft, to change at own discretion. I also believe that approved minutes can be redacted for dissemination by action of the Board. (I think a note that they were redacted is appropriate, but that I think we would leave that to the Secretary's discretion.) I think that "only draw a line through it" or otherwise show the paper trail applies to ammending the minutes, which I don't believe is appropriate in this case. (The "confidential" discussion was represented accurately and in a manner consistent with our ongoing practice.)

The Board voted instead not to disseminate, in order to avoid redacting.

What say you all?

That sounds like good general advice, and I have noted it before in this forum.

However, we would find that onerous. At our Executive Meetings, we also handle pressing business items that don't appear to require community input. We feel that is efficient and proper, so long as we keep the Members informed.

I also believe that we should provide synopses of discussions, where the details are confidential and are left out. I believe we have done a good job of that, with the exception of this isolated instance.

There was just one entry out of five executive meetings that we considered redacting out for dissemination. I think your advice is good and proper as a general rule. In our current situation, we want to maximize transparency. We have not related discussion verbatim, but we choose to summarize them. We leave out confidential details of discussions and actions in exec meetings.

Right now our open meetings are very well-attended, because we are settling a contentious and expensive matter.

Our mandate and objective is to return the HOA to a condition where we can afford to be apathetic.

That's right – I'm telling y'all to count your blessings.

Thanks, Robert.

In this particular case, we're not really worried about discovery. The paragraph in question relates to a short-term tactical issue. We just don't want to disseminate it this month.

Good point, though.

Thanks, Mary, but I don't think so.

For one thing, I did not say that apathy was desirable. The option for homeowners to become involved or not, without fear of exorbitant expense or oppressive conflict is desirable. The absence of contentious and expensive issues is desirable. (I'm sure that category is too broad, but I hope the point is clear and reasonable.)

We look forward to having less weighty matters to deal with. Transparency is always good. Needing to clean up after foolish handling of serious matters, which were concealed and still are to some extent -- we can do without this.

It will be nice to be in a situation once again, where the normal apathy that confronts most HOA's is the worst problem we have.

We will probably attempt some initiatives to improve the neighborhood at the tail end of this affair, but I think people will be tired of dealing with the HOA and go back to paying their dues and ignoring it.

I am convinced that most people who buy into an HOA expect that if they follow the rules and pay their dues, then the HOA will leave them alone. That is a fundamental duty of HOA's -- to leave people alone. I think that works, if we view the rules as intended to give the HOA authority to make homeowners leave their neighbors alone. The HOA should keep eyesores out of the neighborhood -- keep homeowners from doing things that could reasonably disturb their neighbors or lower their neighbors' property values. But beyond that, HOA's should leave people alone.

Michael,

I understand what you are saying and agree with you. However, I believe you should again look at exactly what you wrote: "Our mandate and objective is to return the HOA to a condition where we can afford to be apathetic." Note that "we" is taken to mean the BOD. I interpret this sentence to mean the board looks forward to being apathetic, which is certainly not a good trait for a BOD to have. After reading your last message I'm thinking you meant to say ". . .NOT be apathetic."

I agree "HOA's should leave people alone." And they could IF the members would refrain from violating the rules. My assn has 1702 members. Last month the violation log was 6 pages long (128 violations). That isn't inordinately high for the number of people in my assn and most of the violations were "friendly reminders". Only a few were 2nd or 3d violation notices. However, it is alot of work for our PM to send these notices each month. BTW, the delinquency notices are not included in this log; that's even more work!

Well,
I agree with you both.
I had a problem with Michael's "apathetic" word there for a while, and decided I use that word, normally, only when I am talking about our Happy HOA members. It does fit well because it seems so evident.

But maybe Michael is explaining something outside my use of the term. I think I am near right when I say he just wants to get back to the good old days of the normal amount of bitching and moaning from the apathetic homeowners and welcomes that challenge. I suspect he has just about got the train back on the track and is ready to relax a while with the more mundane problems of the BOD.
So, I was preaching to the choir when I suggested he didn't seem to realize that trouble covers any HOA like a shadow.

And Mary.................Thank you, I have aspired to be a crudmudgeon ever since I first noted the word. It takes a hell of a lot longer to be one than it does to become a doctor.

Michael,

Evidently, at least a majority of your board members are new; and they wish to make a political point by differentiating their operating procedures from those of a previous board ("We decided [as our first action] to practice 'complete transparency' . . .").

If "complete transparency" is indeed your goal, why have executive sessions at all? I think that, although well meaning, your board is playing with fire; and as a result it may ultimately get badly burned.

The cautionary responses of Tim (04/02/2010 5:02 PM; 04/02/2010 9:57 PM) and Robert (04/03/2010 7:26 AM; 04/03/2010 5:25 PM) are, in my opinion, both informative and wise.

The biggest problem with your board's current approach is that it is making available on a silver platter potentially damaging adversarial litigation evidence. Furthermore, you are in danger of motivating some members of your association to bring privacy and/or confidentiality actions against not only your board as a whole but also individual members on your board.

Michael, minutes are not a transcript of the meeting only a record of what happened.

Happy Daze Homeowner Association Trustees met in regular session on Thursday, April 01, 2010. The meeting was opened at 7:30 P.M. by President Kendal.

Roll call: Mr. Kendal, Mrs. Smith, Mr. Rooney

Mr. Kendal made a motion to approve the minutes from the March 04, 2010, regular meeting with the correction to reflect the date of the termination of the building maintenance contract with the effective date of March 31, 2010 and not as he stated in the meeting inadvertently as March 31, 2009. Motion seconded by Mrs. Smith.
Mr. Kendal - yea: Mrs. Smith - yea: Mr. Rooney - yea.

Mr. Kendal made a motion to accept the Monthly Financial report. Motion seconded by Mrs. Smith.
Mr. Kendal - yea: Mrs. Smith - yea: Mr. Rooney - yea.

Mr. Kendal made a motion to pay the outstanding bills. Motion seconded by Mrs. Smith.
Mr. Kendal - yea: Mrs. Smith - yea: Mr. Rooney - yea.

Mr. Rooney made a motion to go into Executive Session at 8:01 p.m. pursuant to Section 21.2 of the Happy Daze Homeowner Association By-Laws for the following:

1. To discuss pending litigation with the We Cut Grass Badly landscaping company.

Motion was seconded by Mrs. Smith.
Mr. Kendal - yea: Mrs. Smith - yea: Mr. Rooney - yea.

Mr. Rooney made a motion to leave Executive Session at 9:28 p.m. Motion was seconded by Mrs. Smith.
Mr. Kendal - yea: Mrs. Smith - yea: Mr. Rooney - yea.

Mrs. Smith made a motion to appoint the law firm of Dewey, Cheatem & Howe to file suit against the We Cut Grass Badly landscaping company for damages done to the common elements, specifically the use of herbicide instead of fertilizer on all of the planting beds which killed all of the flowers. Motion was seconded by Mr. Rooney.
Mr. Kendal - yea: Mrs. Smith - yea: Mr. Rooney - yea.

Mr. Kendal made a motion to adjourn at 9:30 p.m. Motion was seconded by Mr. Rooney.
Mr. Kendal - yea: Mrs. Smith - yea: Mr. Rooney - yea.

Meeting adjourned at 9:00 p.m.

Respectfully submitted,
Joe Blow, Recording Secretary

Thanks, Gerald, Mary & Glen.

Glen, We have adopted the practice of including discussion summary in our minutes; we believe this serves the interests of the Association.

I get that minutes need (and maybe should) only record motions and votes. We find it works better to summarize major discussions. The issue was disseminating something less than the approved minutes

As a point of order, is it appropriate to include a correction to the minutes in a motion to approve? Prior to approval, it's the Secretary's draft, and not subject to Board motions. After approval, a separate motion to amend is required. (I think the answer is that it doesn't really matter, as long as the Board'd business is conducted in a manner reasonable and fair.)

We would include discussion summaries in our minutes: The Treasurer's report includes a large item of $XXX, which we have not yet decided to pay or dispute. The major issue is YYY. We are keeping this item in accounts payable for the nonce.

We do take action in our executive meetings. (Again, we find it onerous to go in and out of executive session in a meeting -- we have separate meetings for this purpose; but therein, we also conduct regular business that is pressing.) Actions taken in executive session are in the minutes. Discussions of regular business in these meetings are also summarized in the minutes.

One reason is that our predecessors got us into a mess, and largely concealed what they were doing, so we want to distance ourselves from their behavior. Another reason is that this is a critical time for us, and there is a lot going on. There is a lot of interest in what we are doing, and it is likely to be expensive one way or the other. We would prefer to fully inform the Membership as we go, rather than surprise our neighbors later.

If we discuss the lawsuit, then these discussions are not summarized in the minutes. We discuss receiving an offer and making a counter. The lawyer recommends we make a particular offer. We vote to make that offer. The minutes show only the 3 items he recommended and repeat them in the motion to make the offer. (Technically, we could leave out the fact that lawyer recommended this, as it is also privileged, but it doesn't add any substantial information except that we acted on advice given.) Other recommendations from the lawyer and discussion as to reasons and further strategy are left out.

I think that's the best way to do it, and my fellow Directors appear to agree.

The only issues I had were the Secretary's contentions that
1) Robert's Rules of Order (RONR) did not permit removing items from the minutes prior to approval, but only show a decision to amend -- I think that only applies after approval, and before that it's entirely up to the Secretary's discretion.
2) RONR does not say anything allowing redaction for dissemination -- I think not saying anything means it's left to the BoD for action, and the BoD has the authority to redact for dissemination. (I think RONR also has a provision for expunging something from the record, but that's not what we want to do.)
3) Withholding the minutes is contrary to our past decisions, inconsistent with our established practice, and contrary to the interests of the Association. Redacting a paragraph that we feel should be confidential is not, so that's what we should do.

Michael,
Wheels turning in my head this am. Do you all routinely distribute a "draft minutes". We normally send out a draft of the minutes before they are approved at the next board meeting? I find this transparent and a plus for our Board. It is posted on the website and sent in an e-mail blast.

BUT, this also allows for some folks to use this stuff as ammunition to pick apart what the Board said. It seems to be a sad fact that when disagreements pop up, there is a search of the records to find stuff that could be detrimental to the Board. What I am saying is that sometimes, more often than not, the written word by the board is not used constructively. Only when trouble brews does the minutes and such matter, the rest of the time they are ignored. How has this summation procedure been received by the membership?

MaryA1 - I'm not debating the merits of apathy because in my opinion it at all times leads to the ruin of an association. However, the word I'd focus on is "afford" meaning Michael realizes the cost and risk of not paying attention to everything, as it's critical.