Reader Questions - I Demand That Be in the Minutes (And When Will I See Them?)

Dear Mr. Richardson,

Does the HOA board have an obligation to put homeowners’ reasonable comments, questions and other details in the minutes? For example, several months ago, the board invited the landscaper and other representatives to speak about the chemicals they use. Several of us wanted less used. At a recent board meeting I asked if the comments of homeowners, board members, and landscapers were entered in the minutes. The answer I was given was no because the board didn’t vote. What is the obligation of the board to take minutes in open meetings and do the homeowners have the right to see those minutes?

Thank you,

E.F., San Diego

Dear E.F.,

Homeowner association meetings are not city council meetings or court hearings. No transcript of the meeting is necessary. All too often managers or board secretaries work too hard to try to write down every comment and every argument in a board meeting and therefore are unable to meaningfully participate in the deliberations. Some boards make audio recordings of the meeting, to try to help prepare the minutes later. This is unfortunate and unnecessary. Minutes should not be a transcript, but primarily a list of reports received and action taken.

Furthermore, it is impossible (unless one is a certified shorthand reporter, such as the courts use) to accurately record everything people say in a meeting. Someone will object that their comment was not included, and others will say their comment was recorded out of context, or incompletely.

Minutes should reflect only a very few things: When and where the meeting was; which directors attended; what reports were received (not what the reports said); and motions made (and the outcome of each motion). That’s it. Most minutes should easily fit into two pages.

Minutes do not need to record the “whys and wherefores” of each motion. If a decision is so important that the business judgment decision factors need to be documented, the instrument for that purpose is called a board resolution. Board resolutions are likely going to be prepared with the help of the association legal counsel.

E.F., your board’s answer was correct. Open forum or other comments should not be recorded in the minutes.

Best regards,
Kelly

Kelly,

How long does HOA have to post the minutes of their monthly meeting?

Our manager told me the minutes don’t get posted to read until the board approves them. So that they can make changes? Or not approve the minutes?

J.W., Aliso Viejo

Dear J.W.,

Draft minutes of the meetings should in most instances be ready shortly after the meeting, but Civil Code 4950(a) requires that they be available to members no later than 30 days after the board meeting. Associations often struggle getting minutes out quickly because the minutes are too complicated, but proper minutes should be much easier to get out earlier. Civil Code 4950(b) requires that the Annual Policy Statement (a very important annual packet of mostly non-financial disclosures required by Civil Code 5310) inform members of their right to request copies of draft minutes.

Thanks for your question,
Kelly

Written by Kelly G. Richardson

Kelly G. Richardson Esq., CCAL, is a Fellow of the College of Community Association Lawyers and a Partner of Richardson | Ober | DeNichilo LLP, a California law firm known for community association advice. Submit questions to [email protected]. Past columns at www.hoahomefront.com. All rights reserved®.