Question: At the first meeting of the new board of directors of our homeowners’ association, there was concern about approving minutes of the last meeting of the prior board. Because the new members were not on the old board, they were hesitant to approve the minutes. Should the new board approve those minutes? (C.S. by e-mail)
Answer: Interesting question, but I believe the answer is yes. The Florida Homeowners’ Association Act requires that minutes be kept of all meetings of the board of directors of the association. The minutes must reflect the vote or abstention of each director present at the meeting. Further, minutes are official records of the association which must be kept by the association for 7 years, and must be made available for inspection by members. The statute does not address the process for approving minutes, particularly when there has been turnover of some or all members of the board of directors.
While not necessary dispositive on association issues, Robert’s Rules of Order, Eleventh Edition states that once read, if there are no corrections offered, the draft minutes presented are considered approved without a formal vote, even if a motion for their approval has been made. Robert’s goes on to state that the absences of a member from the meeting for which the minutes are being approved does not prevent that member from participating in the minutes’ correction or approval.
Approval of minutes is a ministerial act and is not an agreement with or opinion about the actions that were taken at the meeting. The minutes simply record the actions taken at the subject meeting. Although I am not a proponent of audio-taping board meetings for a variety of reasons pertaining to liability concerns, your question demonstrates a situation where there would be value in doing so. If the “new board” was truly concerned about the actions approved by the “old board,” they could listen to the recording.FloridaHOAMeetingMinutesRecords