Sec­re­tary is re­spon­si­ble for meet­ing min­utes’ ac­cu­racy

Los Angeles Times - - Business - Stephen Glass­man and Donie Van­itzian

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 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 noexit@mind­spring.com.

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