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Inaccurate Association Minutes Need to Be Corrected

SPECIAL TO THE TIMES; Hickenbottom is a community association management consultant and a founding director of the California Assn. of Community Managers

QUESTION: I am the secretary of our homeowner association board. I just realized that there are a couple of problems with our association minutes. At the October board meeting, we approved the 1997 budget and we voted to file a lien on the property of an owner who is more than 90 days delinquent in paying his monthly assessment.

Here is the problem. In the October meeting minutes, I neglected to include the approval of the budget and I made a typographical error on the address of the property subjected to lien. I have checked with the property manager to verify that the lien was applied to the correct property. However, I believe that the minutes should be corrected.

The October meeting minutes were approved at our November meeting. Can I make a motion at the next meeting to change the October minutes that have already been approved by the board of directors?

ANSWER: As you know, the minutes are the association’s corporate record. The minutes should include all of the motions and reflect all of the board action that is approved at a meeting.

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Robert’s Rules of Order, the manual on parliamentary procedure, is a resource that many associations rely on for advice on how to conduct their meetings. Robert’s Rules of Order says that meeting minutes can be revised or amended regardless of the time that has elapsed.

The approval of the 1997 budget should have been in the October minutes and the typographical error should be corrected.

You can introduce a motion at the next meeting to correct the October minutes. The motion to revise the October minutes, including the specific items that need to be corrected, will appear in the current meeting minutes. Then you, the board secretary, can create an addendum that includes the motion to approve the amount of the budget and the correction of the typographical error that was approved at a subsequent meeting.

I recommend attaching a copy of the approved budget to the minutes so that it is in the permanent record.

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It would have been preferable to have this taken care of before the end of the year because if uncorrected, the certified public accountant who does your year-end audit or review will question why the approval of the budget does not appear in the minutes.

The CPAs who do financial reports for community associations have specific guidelines from the American Institute of Certified Public Accountants, which include the review of minutes.

The minutes should be a complete and accurate record of all of the board’s actions. You or the board president could make a quick phone call to the association’s attorney if the board has any questions about the procedure to amend the meeting minutes.

Owners May Attend Board Meetings

Q: Our condominium association is very small and the board meets sporadically. Shouldn’t the board be meeting on a monthly schedule? Can the rest of the owners attend the board meetings?

A: The association’s bylaws will probably state how often the board should be conducting meetings. Some bylaws require only a quarterly meeting; however, the board can meet more frequently if needed.

All association members (owners) have a right to know the date, time and location of the meetings so that they can attend. All board meetings are open meetings unless the board is conducting a disciplinary hearing or discussing litigation or possible litigation, personnel issues or third-party contracts.

The boards that meet less frequently than monthly will often rely on the board president to make some emergency decisions that need to be made between meetings. For the board president’s protection from liability, any actions taken between meetings should be noted in the minutes and ratified by the rest of the board.

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Individual board members do not have the authority to take any action without a board vote unless the board has granted specific authority to the individual.

The rest of the board members have a duty to oversee that individual board member’s actions and curtail his or her decision-making if they do not agree with the way the association is being operated.

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Hickenbottom is a community association management consultant and a founding director of the California Assn. of Community Managers. She selects questions of general interest for the column and regrets that she cannot respond to all questions received. Send questions to: Condo Q&A;, Box 5068, Thousand Oaks, CA 91360.


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