What areas do you serve?

HOARecordingSecretary.com provides services to management companies and homeowner associations throughout California by Zoom Meeting which saves associations money. There are no travel fees paid directly or indirectly by associations.

 

How does the process work with HOARecordingSecretary.com?

The process is actually quite simple. Before the meeting starts, our recording secretary will complete our own page Minutes - Work Sheet after conferring with the management company or a board member. This makes the process easier for everyone and helps to avoid incorrect spellings, etc.

Our recording secretary will usually join the Zoom meeting about 5 minutes before the meeting start time. Usually, the President of the Board will make a short introduction to identify the recording secretary to new attendees.

The recording secretary will record the minutes and will interrupt only if necessary to obtain required information or a clarification of something said. He or she will electronically record the meeting and will destroy the recording as soon as the minutes are formally approved.

When the recording secretary has typed the minutes, he or she will email them within 7 days to the board for their review, comments, and/or approval. It will be sent as a Word Document so changes can easily be made, if required. The document with any changes is then returned by email, to the recording secretary.

After approval, HOARecordingSecretary.com will archive the minutes for 3 years. At the end of three years, the minutes will be returned electronically or, for a small fee, they can be archived for a longer period.

 

What can possibly happen if our homeowner association does not take and retain minutes of meetings?

First it is necessary to define the term meeting under California law. A meeting is a gathering of a quorum of directors at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board. A meeting can be in person, by phone, or by zoom. The board shall not take action on any item of business outside of a board meeting. Minutes are the official records of the proceedings of an association's actions. Associations are obligated to keep minutes of board and membership meetings. This includes incorporated and unincorporated associations. Minutes are required to be taken at board meetings, membership meetings, meetings of committees with decision making authority, executive committee meetings, and architectural committee meetings.

HOA boards must be aware of the following:

• Banks require corporate resolutions to be reflected in board minutes to open new bank accounts;
• Banks require corporate resolutions to be reflected in board minutes to change the persons authorized to sign on bank accounts;
• The enforcement of operating rules requires that they be adopted in accordance with California law. This requires that the minutes of the association reflect that every step was followed;
• Mortgage lenders may charge borrowers higher rates if they are not provided copies of minutes generally for a two year period;
• Mortgage lenders may refuse to make loans secured by condominiums in associations that do not keep minutes of meetings;
• The IRS and FTB require complete and accurate corporate minutes when they are auditing books and records of an association;
• Any Certification of Election prepared by the Inspector of Elections is required to be incorporated into the minutes of the meeting held to count the ballots;
• Certain actions of the board to collect delinquent assessments are required to be memorialized in board minutes. Failure to do so may provide a delinquent owner a defense to the association's collection action;
• All members of an HOA are legally entitled to copies of all meeting minutes;
• Disciplinary hearings are required to be held in an executive session of the board with certain information reflected in the minutes of the meeting;
• The decision of the board to spend money, outside of budgeted items, must be voted upon and the vote reflected in the minutes of a meeting;
• Any reimbursement made to a board member must be reflected in the minutes of a board meeting;
• Reports of dangerous conditions and the action the board intends to take to address the reported conditions must be reflected in the minutes in order to minimize liability. This also holds true for criminal activity;
• Without minutes, creditors may take the position that certain debts are personal debts of board members and not the debts of the corporation;
• The minutes should always reflect that a current financial report was generated, reviewed by the board, and approved; and
• The minutes of prior board minutes must be approved, if acceptable.
• There are other reasons to maintain corporate minutes, but boards must always keep in mind that they are required by law to be taken and maintained.

 

Do you list the names of people who make motions and second motions?

No. It is not required by law and can put people in an uncomfortable position in the event of a dispute or lawsuit involving the association. While unlikely, lawsuits do happen. Only the motions and outcome of votes is required to be recorded.

 

What exactly is a motion?

A motion is a proposal by a member of a board for action by the board in the form of a vote. Motions can only be proposed by a board member. Motions are made by saying: "I move that or I make a motion that... " Motions require a second by another director. A second simply requires a director to say, "Second or I second the motion". When a board member seconds a motion, it does not mean he or she agrees with the motion. There is no need to name the person making the motion or seconding the motion. Only the result of the vote needs to be recorded.

 

Do you list the vote count by individual directors at board meetings?

No. Only the outcome, unless a board member wants to go on record.

 

How does HOARecordingSecretary.com charge for its services?

Please refer to our fee schedule on the home page.

 

How do we pay for your Recording Secretary Services?

We will email an invoice to you after each assignment is completed.

 

Does HOARecordingSecretary.com charge a rush fee for last minute assignments?

No. There is never a rush fee charged to our clients. We appreciate your business.

 

What is the procedure utilized for Zoom board meeting?

You can send us a Zoom link or HOARecordingSecretary.com can provide you with a Zoom link with instructions that can be forwarded to every member of your HOA.

 

What are the most common reasons community associations have HOARecordingSecretary.com record their meeting minutes?

There are several reasons: (1) While the Corporate Secretary should sign the minutes, he or she should give their full attention to the conduct of the meeting. It is difficult to pay attention to the meeting while taking minutes. (2) The manager should not take the minutes for exactly the same reasons, (3) Our minutes are clear, concise, accurate, and unbiased, (4) They are delivered within seven days as a Word Document, so you have an opportunity to make changes or additions if needed, and (5) Since board members are unpaid volunteers, most prefer not to spend their valuable time recording, typing, and distributing minutes.

 

What are some of the purposes for taking and retaining minutes of homeowner association meetings?

There are several reasons. First, they are required by law and protect the association from potential legal claims. Minutes memorize decisions that were made. They also inform those members who were not in attendance as to what took place at the meeting.

 

Who should retain copies of board and homeowner meeting minutes?

Ideally, every board member should retain a copy of the minutes taken during the period they served on the board. However, it is the duty of the secretary of the board to maintain all of the corporate minutes of the association and to pass possession of them to their successor. Associations should never destroy old minutes. They must be retained.

 

Are electronic or digital signatures allowed on corporate minutes?

Yes. Electronic or digital signatures are acceptable for minutes and meeting notices.

 

Do your fees include travel time?

Since we utilize Zoom to take meeting minutes, there is never a travel fee.

 

Can you record minutes if our meeting is scheduled for a Friday evening or on a weekend?

Yes. We will also do everything possible to accommodate your association's schedule.

 

Does your firm store electronic copies of minutes for your HOA clients?

Absolutely. We maintain these valuable records for three years and will then forward them to the association, or for a modest fee, we can retain them for a longer period. If your copies are ever destroyed or misplaced, we will provide you with an electronic copy at no additional cost.

 

Can our HOA be assigned our own recording secretary so he or she can become familiar with our homeowner association and our board members?

Absolutely. Assigning a specific recording secretary to an HOA makes it more efficient for the recording secretary to do his or her work.

 

What should meeting minutes include?

Following is a list of information that should be included in all minutes:

1) Name of association;
2) Type of meeting: regular, special, emergency, or executive session;
3) Date, time, and location;
4) Start time and end time;
5) List of people in attendance including the manager, contractors, vendors, and other professionals such as consultants; .
6) Approval of minutes of prior meetings, including how each director voted;
7) Treasurer's report;
8) Committee reports;
9) Motions made and the results of board actions;
10) Executive session;
11) Announcement of next meeting dates, times, and locations; and
12) Adjournment announcement.

 

Are owner comments required to be included in the minutes of an HOA?

No. California law does not require that owner comments be included in the minutes of meetings and most homeowner associations omit them in order to avoid later disagreements and even defamation claims. Minutes should contain a record of what was done at the meeting, not what was said by the members. A good alternative is to use the following format: During the open forum, an owner suggested that the pool hours be extended to 8:30 pm instead of 8:00 pm.

 

How does the term "unfinished business" differ from the term "old business"?

The term "old business" is no longer used because it suggests that the matter has been completely concluded or disposed of. The term "unfinished business" is far more descriptive in that it makes it clear that the matter requires further action.

 

May owners address any issue during the open forum or do they have to give advance notice to the board?

Owners may address any issue during the open session of a board meeting. Board members are limited to what they may addresses at board meetings in that every topic must be included on the meeting agenda provided at least four days in advance of any board meeting.

 

How long are homeowners permitted to speak during the open forum session of HOA board meetings?

The Davis-Stirling Act permits homeowners to speak at both board meetings and member meetings for a reasonable period of time as established by the board. All members must be given equal time at each meeting. While three (3) minutes is customary, the board may allow for more time if in their collective judgment more time is needed to address an important matter.

 

Are members of a community association entitled to receive copies of minutes?

Absolutely. See: Distribution of HOA Minutes.

 

How long should HOA minutes be retained by a homeowner association?

They should be retained indefinitely.

 

Who is likely to request copies of minutes for a homeowner association meeting?

Based on our experience, the following people or companies have a reason to request copies of HOA minutes: (1) Insurance companies, (2) Escrow companies in connection with sales or refinances, (3) Lenders in connection with new loans, (4) Potential buyers of units or lots, (5) Attorneys representing the HOA or another party, and (6) Lenders to homeowner associations. It is important to keep in mind that minutes are the official records of the association.

 

Is there a limit on the inspection of minutes by members of a community association?

No. While members may only request to inspect an association's records for the current fiscal year and the previous two fiscal years, this limitation does not apply to the inspection of minutes.

 

May HOA boards make decisions by unanimous written consent instead of voting at a board meeting?

Generally, the answer is no. In 2012, the California legislature passed a law stating that boards could not make decisions by unanimous written consent in lieu of voting at a board meeting except in the event of a genuine emergency .

 

Are HOA board meetings or membership meetings required to follow Robert's Rules of Order?

No. Robert's Rules Order need not be followed unless the association's governing documents require the board to do so. Likewise, boards are not required to follow any other system of parliamentary procedure.

 

What is a board resolution?

A resolution is a formal written expression by an HOA board of its opinion regarding something of importance to the association.

 

Can we reserve several dates and times in advance?

Yes. We prefer that you do so as it avoids scheduling conflicts.

 

May we distribute your articles to others or add them to our website?

Yes, provided we are given credit for writing the article. Every one of our articles includes our identifying information at the bottom which must be included. There is no cost for using our articles.

 

Do you offer any other services other than recording secretary services?

No. However, we have an affiliate that offers inspection of election services anywhere in California.

 

 

Parliamentary Procedure Glossary of Terms