MINUTE PREP WHEN THE SECRETARY IS ABSENT
QUESTION: I am secretary for our HOA. An executive session was held at a time when I could not attend and the president is telling me that as secretary it is my job to write a report on what took place at that meeting. I told him that he should do it, as I was not there and cannot report on what I did not witness.
ANSWER: The proper procedure when the secretary is not present at a meeting is for the president to appoint someone to take the minutes so there is a record of the board’s actions. (Robert’s Rules, 11th ed., p. 459.)
From Notes. If no one took notes, you can’t be expected to create minutes out of thin air. Someone who was at the meeting (the president or one of the other directors) needs to sit down and put to paper (or an email) who attended the meeting and what business was conducted. Then you can put that information into proper format as minutes.
Board Approval. Once the board reviews and approves the minutes, you can sign them. Remember, your signature does not mean you attended the meeting or approve the decisions made by the board. Your signature only means the board approved the minutes. To make that clear, you can include the following with your signature:
These minutes were approved by the Board of Directors.
Jane Smith, Secretary
RECOMMENDATION: For more information, see “Sample Minutes.”
QUESTION: If minutes from a meeting are never written, is that interpreted as the meeting never having taken place and thus all decisions made during that meeting are null and void? Also, what if minutes are never written until 65 days after the meeting and they are done by the president (who was conducting the meeting and thus not really able to take accurate notes)?
ANSWER: The meeting still occurred even if there is no written record of it. Written minutes are important because they serve as prima facie evidence of what occurred at the meeting. (Corp. Code §7215.) Without a written record, what took place can still be determined through testimony. The problem is that memories fade and disagreements may occur over what was approved and not approved.
Minutes Are Required. Boards are required by statute to keep minutes of their meetings. (Corp. Code §8320.) In addition, draft minutes must be made available for member review within 30 calendar days of the meeting. (Civ. Code §4950.)
RECOMMENDATION: If boards must create minutes from memory at a later date, they should do so. Once approved by the board, they become the agreed-upon record of the meeting, even if they are not entirely accurate. See “Approving Old Minutes.”
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