When Secretary is Absent
Adams Stirling PLC


QUESTION: I am secretary for our HOA. An executive session was held at a time when I could not attend and the president is telling me that as secretary it is my job to write a report on what took place at that meeting. I told him that he should do it, as I was not there and cannot report on what I did not witness.

ANSWER: The proper procedure when the secretary is not present at a meeting is for the president to appoint someone to take the minutes so there is a record of the board's actions. (Robert's Rules, 11th ed., p. 459.)

From Notes. If no one took notes, you can't be expected to create minutes out of thin air. Someone who was at the meeting (the president or one of the other directors) needs to sit down and put to paper (or an email) who attended the meeting and what business was conducted. Then you can put that information into proper format as minutes.

Board Approval. Once the board reviews and approves the minutes, you can sign them. Remember, your signature does not mean you attended the meeting or approve the decisions made by the board. Your signature only means the board approved the minutes. To make that clear, you can include the following with your signature:
These minutes were approved by the Board of Directors.

Jane Smith, Secretary
RECOMMENDATION: For more information, see "Sample Minutes." Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.