Richard White: Minutes of a meeting need not be verbatim

Q. Two directors and I are concerned about the verbatim recording of our minutes. The seven-member board operates under Robert’s Rules of Order. The secretary insists that every word spoken at board meetings must be recorded in the minutes. The minutes are transcribed from the secretary’s personal tape.

For a three-hour meeting there are nine pages of single-spaced. The minutes are published on the association Web site and are available, in written form, to any association member. We have tried to explain that previous board’s minutes were proper by recording what actions were motioned at the meetings and not every word that was spoken. Any advice you can give that will get us on track with a commonly accepted minutes format will be greatly appreciated. B.S. — Naples

A. A rule of thumb that I have used for years is that minutes should be about one page per hour of meeting. No, minutes should not include a verbatim record of what was said, but should include only an abridged record of the business conducted. The Law Dictionary defines minutes as a record of the proceedings of (a court,) a board of directors of a corporation should be neither a memorial of the decisions nor a recorded record of the proceedings, in other words, a complete text of the meeting. They should include proof of the meeting and briefly, a description of the business conducted. That means date, time, location and those attending the meeting. It would include motions and how the directors voted. -FS 718.111 (1)(b) & FS 720.303(3)- The transcript is unnecessary. In addition, Roberts says that they should contain mainly a record of what was done at the meeting and not what was said. (paragraph 47, Newly Revised) While I am sure that the secretary is trying to help present a record for the members who did not attend the meeting, it is too much work and excessive. The fact is that if the minutes, as a full transcript were presented as evidence, they could work against the association as inappropriate documents. The key words are, keep it simple.

Q. Can an association reallocate money that was passed as a special assessment for hurricane damage? Can it be used for any purpose they see fit if they have a surplus? D.F. — Stuart

A. The first answer is no. However, having been a manager in a similar situation, the attorney advised the board to approve a refund to the members and then at the same meeting, approve a special assessment for the same amount for another project. In short, the refund was a washout due to the new assessment. The problem is that the board must handle the funds to be spent for the new project and does not grant a right to use the surplus for any expense not disclosed in the second special assessment.

Q. Our homeowners’ board of directors is made up of nine directors elected from the membership. The directors then appoint four of them to serve as the officers. The officers have created an executive board to make decisions. This committee has no charter or other documentation that identifies its duties and/or boundaries. There have been verbal statements saying that their duties include setting meeting agendas, hearing presentations before they are taken to the board and so on. Historically, this group has assigned itself the authority to take actions regarding our association and then force the remaining board members to ratify the issue at the next board meeting. Other board members have assumed the responsibility and are refusing to approve blind ratifications. Are there any documents that specify the duties and rights of the executive board and any responsibilities or limits to this group? Can the remaining board members disband this group entirely? S.E. — Pinellas

A. Most association documents have three major sections. One of those sections is the bylaws and there you should find the duties of the officers. In general, the actions of the board of directors, who have the responsibilities of the association, elect the officers. The directors along with the bylaws provide the duties of these officers and have the right to approve operational policies. As such, at any board meeting, the directors can elect new officers if they feel the officers are not properly filling the duties assigned or approve new policies. Let me repeat this again, the directors are responsible to the association and members for the operations and the officers only have the duties assigned and are responsible to the directors and in turn the owners. It is an old management saying that managers and officers live from board meeting to board meeting. Yes, the directors at any properly called board meeting can recall the officers and elect new officers. You have a situation where the powers of the office have gone to their head and they incorrectly presume that they have the right to force their opinions. In fact, they have only the duties assigned. I call it the balloon head syndrome and the directors not only have the powers but the responsibility to burst their balloon and call them down.

Q. A committee chairperson, appointed by the board president, has asked that the directors not attend his committee meetings. Do not the directors have the privilege of attending all committee meetings because they are members? B.K. — St. Petersburg

A. In most situations directors would be allowed to attend committee meetings, keeping in mind that a quorum of directors should not be present. However, there might be a situation that must be discussed where the chairperson feels that those in attendance at the committee meeting would be hesitant to talk if a director attended the meeting. I would think it would be a request rather than a demand. Remember that most committees provide the board with possible answers to problems, needs or events. In most cases, the committee does not make final answers but provides information to the board. Then it is up to the board to make or approve the final resolution.

Q. Is it permissible for me, a member of a homeowners association, to download copies of articles of incorporation filed with the secretary of state in Tallahassee? Can you give me a Web site that I might use? M.W. — Poinciana

A. You can search www.sunbiz.org for corporate filings. However, I question why you need to download the articles. Usually, the other sections of the documents, the declaration or covenants and the bylaws are more important for the operations of the association and they can be obtained at the county public records or the county courthouse. Usually the articles only include the purpose of the corporation and do not provide the rules and regulations or the method of business operations. You should have received a set of the documents when you closed on your home. Review the closing papers and see if you have a set included in the package. If you cannot locate your documents, go to the developer’s office and buy a set of the documents. Or, ask your neighbor if you can copy his.

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Richard White is a licensed community association manager in Florida. Questions should be mailed to him at 6039 Cypress Gardens Blvd. # 201, Winter Haven, Fl. 33884-4415; e-mail CAMquestion@cfl.rr.com. To be considered, questions and comments should include the author’s name and city. Questions should be about association operations, not legal matters.

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