Question: Our homeowners association’s secretary has been on the board for several years. All the minutes bear his name but each signature differs substantially from the one before it. Some of the minutes are initialed. He said he intentionally refuses to sign anything for fear of being sued. Apparently he thinks if someone else signs for him, or if they sign and initial his signature, he is home free because he can always deny it’s his signature. It’s not clear who is initialing or who signed the documents. Isn’t this board director, as secretary, supposed to sign the minutes? What do all these different signatures mean for homeowners and our association?
Answer: Part of the board secretary’s duties is the certification of the minutes taken at every board meeting. All directors could be held liable if the minutes are falsified or embellished, or efforts are made to deny the contents of the minutes reflecting actions taken at such meetings.
Documents purported to be signed by the secretary of the association are the acta, or official documents, after a motion, second and vote of acceptance by the board. Approval of minutes goes back to the very beginning of the Rules of Parliamentary Procedure. The original version of Roberts Rules of Order, first published in 1916, noted that the minutes should be signed by a board secretary and, when approved and published, signed by both the secretary and the board president. Corporations Code section 7215, which is the nonprofit corporation code section of the law, states that a copy certified to be a “true copy” by the association’s secretary is prima facie evidence of the holding of that meeting and of discussion of the matters “stated in those minutes.”
The board’s fiduciary duty carries with it an obligation to ensure that its minutes are accurate. It does this by reading and then approving them at a subsequent meeting for which all owners have received proper notice. The secretary’s duty is to take minutes of the meeting. In the absence of the secretary, the minutes should note who took them. Once published, everything in those minutes is presumed to have occurred. Persons listed in the minutes as present were present. If that roll call list includes the board secretary, and the minutes are “signed” by the “secretary,” the minutes are official. When the minutes report motions were either passed or rejected, those are also the official acts of the association.
Homeowners can protect themselves by attending board meetings, taking their own notes and comparing them afterward to ensure they all heard the same thing. Keep those notes in case they are needed for evidence. Any discrepancy between those notes and the minutes should be brought to the attention of the board at a subsequent open meeting and also reiterated in a letter to the board secretary.
Even if the signature differs every time, those minutes are still the official acts of the association and the secretary is responsible for the content.
Send questions to P.O. Box 10490, Marina del Rey, CA 90295 or e-mail firstname.lastname@example.org.