The first action item on most owners’ meeting agendas is approving the minutes of the last owners’ meeting. Let’s say that — as usual — you have an ambitious agenda, with many action items and a limited time in which to get through them all. But when the secretary moves to approve last year’s minutes, an owner speaks up to say she believes there were significant errors or omissions (not just typos) in last year’s minutes, and objects to approving them. To make matters worse, imagine that other owners remember the meeting differently, and don’t agree on how the minutes should be amended.
As chair, how can you efficiently handle this disagreement about the minutes without letting the meeting get off track at the very beginning?
Move the “approval of minutes” agenda item to the end of your meeting, and then require that anyone who wishes to make a motion to amend the minutes submit their motion in writing. Ideally, if you have a computer and projector, use a redline version of the minutes to show the proposed amendments. If not, transcribe the amendments onto a white board or tablet so they can be seen. Finally, hold the vote on the motion(s) to amend using these visual aids.
The meeting chair can require that any motions be made in writing. When an owner objects to approval of the past minutes as written, that owner technically is making a motion to amend the main motion. The main motion is the motion to approve the minutes as written. Since motions to amend can be complex, requiring them to be submitted in writing makes it much easier for the chair to properly handle the motion to amend, and for the secretary to get the exact wording of the final motion correct.
If time and politics of your community permit, you can ask the people who remember the last meeting differently to gather during a recess and work together on a written motion to amend which can be presented to the whole assembly. If that’s not possible, simply take votes on the motions to amend in the order the written motions are delivered to the secretary.
When handling a motion to amend, remember that an amendment to a motion is a subsidiary motion. That means it takes precedence over, so must be voted on before, the main motion. It requires a second, is debatable, and must relate to the subject as the main motion. Owners may move to amend a motion to amend, and the last amendment is voted on first. At the very end of this process, after the owners have voted on which, if any, amendments they approve, the main motion will be the last motion to be voted on. It should be stated as “I move to approve the minutes of the [date] owners’ meeting, as amended.”
Obviously, using visual aids with redlines will make it much easier for everyone to keep track of what is going on as you work through the chain of amendments to get to the main motion.
How can you avoid going through a complex series of motions to amend next year? Consider appointing a “Minutes Approval Committee”. The Committee’s charter should be to review the draft of the meeting minutes within one month, submit recommendations for changes to the secretary, and then report to the Board if any disagreements remain. Then, at your next annual meeting, approval of the minutes should sound like this: “The Minutes Approval Committee reviewed these minutes within one month from the date of the meeting, and recommends that they be approved as written. As chair of the Minutes Approval Committee, I move to approve the minutes of the [date] meeting as written.”
Finally, keep them short and sweet: minutes should be a record of the actions taken at a meeting, not a transcript of what was said.
By: Amelia J. Adair