« Board Standards - Should HOAs Have Them? | Main | The New Davis Stirling "Disclosure Index" for HOAs and Condos »
November 18, 2009
Approving HOA Meeting Minutes - What Is The Purpose? What About Timing?
I often get questions about meeting minutes from owners and from board members.
Sometimes it's "how can I get them" or "do they have to be sent to members"?
An owner has a right to get copies of minuntes of HOA and CONDO membership meetings and open board meetings, even if they have not yet been approved as final. (Notice I said "open" which does not include executive session meetings). The Davis Stirling Act says so. And it says they can request them - although owners may have to pay for copies. It does not say the Board of the HOA or Condo association has to send them out. But the Board does have to notify owners each year how they can obtain meetings minutes. In fact, this is an item that is included in the brand new "Disclosure Index" that will be required as part of the annual disclosures made in 2010.
Sometimes the question is "what if they are in draft status and not yet approved as final minutes?"
Boards must provide them upon written request from an owner, whether they are in draft status (in which case they still have to be prepared within 30 days) or have been approved in final form. As for annual meeting minutes, since the meeting only happens once a year, usually (get it? "annual" meeting?), they often remain in draft status for the entire year, only to be brought up at the next meeting.
So, the next logical questions are: "What is the purpose of minutes and what kind of problems are posed when a body waits an entire year to approve the minutes?"
The purpose is easy - minutes are intended to constitute the official record of the meeting, including the establishment of a quorum, the items of business that were discussed, what reports were given, and what action was taken. They ARE NOT a record of what he said or what she said about any item of business or about the board or management or whatever else he or she had to say.
It is important, of course, that they NOT ONLY BE KEPT, but that they be accurate. So, one might ask, how can anyone remember from year to year what happened at the last meeting?
Well, duh, that is what the minutes are for.
Minutes are generally approved by the body constituting the meeting - such as the board for board business meetings, and the membership for membership meetings. In the HOA and CONDO world, how many associations have good attendance by the membership (or for that matter any attendance at all) at the annual meeting? How many HOAs and Condo Associations can count on the same people coming every year to the annual meeting? How many HOAs and Condo Associations can count on the members' memories as the best record of the annual meeting from year to year (especially if wine or beer or, G_D forbid, hard alcohol is served - which it might take to get owners to come to the meeting)?
To top things off, the legislature of California has made approval of minutes at the annual meeting even more difficult. The election law allows the association to count ballots returned by mail toward the quorum for an election, and there are 4 subjects covered by the law (if you want more info check out "Elections After SB 61) on the Guru Website "Main Page"). Approval of minutes is not one of them. So the quandary arises as to whether the returned ballots constitute the quorum for the annual meeting, or just for the election for the measure on the ballot, and if not for the meeting, how do you get a quorum to approve minutes?
Well, practical measures require thinking outside the box here. My suggestions are:
1. Use a committee to review annual meeting minutes within 30 days or so after the annual meeting and make a recommendation to the board as to whether they present an accurate record, or need to be modified. (You can read more about this in my blogs of Feb 21, 2007 and November 14, 2006, and on the www.parli.com website) OR
2. Tie the ballot measure to the annual meeting so you can take advantage of the quorum established by the ballots and people present (counting one per home either way of course). This is not something that the law says you can do, but it is something many HOAs and Condo associations DO, upon advice of counsel. So you may find that your election is challenged on it (but if no one comes to meetings, what is the chance of being challenged on approval of meeting minutes – big deal!). OR
3. If you want to "fix" your association so the law does not bite you, have your bylaws amended so that the ballots received in the election that is tied to the membership meeting count toward the quorum for the meeting. (And yes, I am available – thank you very much.)
You can read more on this subject in the blogs mentioned, including another on my May 18, 2007 (this) blog answering the question: “Our BOD puts copies of the monthly minutes on our doorsteps. Many owners do not live onsite so they do not get them. Is this legal?” OR You can visit my NEW blog called Condolawguru as that blog is republished there.
And of course, yes, I do have Primers that cover minutes including these points and more – see the Operations Primers – Operations – 1 and the Operations Forms, available on the Guru Website in the Webstore.
Posted by Beth Grimm at November 18, 2009 9:42 AM