Q&A: Wait a Minute

Q Our board secretary has included in the minutes of the last meeting a statement that serves her purpose but could lead to serious consequences for the association. She refuses the board president's request for the taped recording of the meeting so that he can review the contents for accuracy.

—Secretarial Secrets

A “A secretary who is uncooperative and antagonistic at meetings should not be secretary,” says Robert Rubinstein, an attorney with the law firm of Becker & Poliakoff in Boca Raton. “The business of the association is difficult and time-consuming enough on its own. No board needs or should put up with a person who interferes with the operation of the association. If a majority of the directors feel the way you do about the secretary, then follow your bylaws for calling a special meeting of the board and set a special board meeting to remove the current secretary and replace her with someone who is cooperative and helpful. Each association's bylaws are different, but usually, two or three directors can sign a petition requesting the special meeting setting forth the purpose of that special meeting. The secretary, or another officer if the secretary fails or refuses to do so, must then post notice of and call that meeting. The replacement of the secretary can also be done at a regular board meeting, as long as whoever creates the agenda is willing to include that item.”

“If a majority of the directors do not feel the same way as you about the secretary, this procedure is unavailable and you must either put up with the situation, try to convince other directors to at least ask the secretary to be more cooperative and less combative, or convince the owners to recall the secretary from the board. In Florida, the recall process is governed by statute. Regardless of the procedure, a recall can be a very hostile and controversial matter that divides the community and should only be undertaken when necessary for the protection of the association/community. If none of these other options appeals to you or you do not believe they would work, you might look in the mirror and ask yourself honestly if the problem may be you and not the secretary. As Michael Jackson said, ‘I'm starting with the man in the mirror.’

“In Florida, the tape recording of the meeting is an official record of the association and remains so, unless the association erases that tape after the minutes are approved. Follow the procedure for requesting records to obtain that tape for listening and/or copying. You can then determine whether the statement the secretary included in the minutes actually belongs in the minutes. If the tape is not an official record, then you cannot compel the secretary to make that tape available for your listening or copying, unless you are involved is some type of legal action and you subpoena the tape.

“However, you do not necessarily need that tape. The board must approve all minutes. If these minutes have not yet been approved, then what the secretary created is merely proposed. At the next board meeting when the approval of those minutes is raised, any director can make a motion to delete the controversial statement. If that motion is seconded and approved by the board, the final version of the approved minutes will not contain that statement. If the minutes have already been approved, maybe they can be amended by the board after the fact. Under Robert's Rules, this is a motion to amend something previously adopted. Check your bylaws to determine whether Robert's Rules applies or whether other parliamentary procedure controls.”

Related Articles

Going by the Book

The Importance of Following the Rules

Bankrolling the Board

The Question of Compensation

Keeping Track of Paperwork

Properly Managing Association Records