Minutes - A valuable Legal Document
Minutes are prepared to establish that: an official meeting was held, to clarify a subject, to establish policy of the Association, to provide direction for the Board of directors to confirm solutions to problems, to disclose the thinking of the Homeowners and the Board. Minutes help to identify the needs of the Association and can help alleviate future misunderstandings and problems.
Minutes, as required by the "C,C&Rs" and "By Laws", constitute a legal record of the proceedings of the meeting and therefore, should not, necessarily, be a history. (The significant items of a meeting may be lost or weakened by the detail and rhetoric of lengthy minutes.) Minutes (or notes) should be taken during the respective meeting(s) and the "Official Minutes" prepared by the person taking the minutes whom was in attendance at the meeting. The minutes should include the DATE, PLACE, TIME and TYPE of meeting as well as a roll call of persons in attendance. Minutes are to be presented at a subsequent meeting for approval. Approval of minutes and all matters in the minutes should be by "Motion, Second and Vote" (which will be explained in greater detail latter) of the leadership in attendance, assuming a quorum is present. Amendments to the minutes, if any, should be made and said amendments approved at a subsequent meeting. Minutes, that have been approved, should then be signed by the appropriate Board members in attendance. Minutes that have not been signed may be questionable as being official or legal.
For example, when the "minutes" of the previous board meeting has been discussed, the President, or chairperson will state: "the minutes have been discussed, is there a motion to approve the minutes". One of the Board members, generally the Secretary, will make the Motion by saying: "I make a motion to adopt the minutes of the meeting" Another Board member will then say: "I second the motion".
The President (or chair person) will then say: "there is a motion and a second to approve the motion on the floor, is there any discussion on the motion"? At this time it is appropriate to discuss the motion. If no one has anything more to say about the motion, the President will call for the vote: "All in favor of the motion say yes (ayes)". Those in favor will say "ayes". The President will then call for those opposed: "Those opposed say no". Those opposed will say "no". If the vote is in favor of the "ayes" the President will say: "the motion has passed". If the vote is favor of the "nos" the President will say: "the motion has not passed". If all persons voting on the motion vote yes it is said: "the vote was unanimous."
During the discussion period, while a motion is on the floor, it is inappropriate to make a second motion.The President (or chair person) will say "your motion is out of order at this time, a motion is presently on the floor".
HOW TO MAKE A MOTION:
One person will say, "I make a motion to adopt the minutes of the meeting." A second person will say, "I second the motion."The Chair person will say, "There is a motion and a second motion on the floor, is there any discussion on the motion?"If there is no discussion or following any discussion, The Chairperson will say, "Those in favor say ayes," "Those apposed say no," "The motion has passed"
All official business of the association should be adopted by motion so that the intent of the Board (or association) is on record.
This record, when approved by the Board, and signed by the Secretary, or other authorized person in absence of Secretary, becomes a "valuable legal document".