Post by Admin on Jun 5, 2016 7:02:10 GMT -7
Administrator's Note: Donna Lash-Andersen requested that we post her Open Letter to the GLA Board. Donna was at the May 24th, 2016 Road Committee meeting and her detailed notes, like the Forum notes, did not agree with the official GLA minutes.
The Forum recommends the following link as a guide for Best Practices for Taking Minutes - Courtesy of the Ellis M. Carter of the Carter Law Group
Donna Lash-Andersen's letter follows:
To: Charlotte Mizzi, President, and the entire GLA Board of Directors
Dear GLA Board,
When I read the Official Road Committee meeting minutes for May 24, 2016, I knew immediately that they did not agree with what was discussed at the meeting because I was there and I took detailed notes. I will not go into the incorrect details as Tim Brockett did, though I applaud his attention to detail. As I have done before, I write again to tell you that your over-all approach to minutes is improper because they contain far too much detail about non-official happenings.
Proper minutes are simply a record of who makes motions, who seconds and how the vote turns out along with an occasional summary of a discussion for a reader to make sense of what transpired. Nothing more. In a case like the recent Road Committee, where there were no motions even though the committee was voting to spend a large amount of money on the roads, the minutes can only read that the meeting was convened, discussion followed, and the meeting was adjourned. If the committee wants to keep a record of what they discussed, then first of all those notes need to be factual. Secondly, they need to be appended to the minutes as working notes. One can only wonder why this huge committee would choose to spend nearly a record amount of money on the roads without official motions.
If, as I suspect, Charlene updated the tally of where the gravel should best go after the Road meeting and made the minutes show “better” decisions, this is illegal manipulation of GLA records. If this is what happened, this is dangerous lack of integrity – plus it further enables a committee that chooses not to handle its business in a professional and corporate manner.
When any secretary accurately records the actions at a meeting, there is no need for editing prior to official approval of the minutes. Some years ago when I was hired to work with Denise Kirk on the minutes, it was the practice to ask each board member to edit the minutes prior to official approval. I found it extremely disturbing to see how once proper minutes were modified month after month in order to create “the right message.” I understand that draft minutes are still circulated for editing to make things “right”. This is seriously not appropriate and may even not be legal.
For your protection, I strongly suggest that you stop the editing now. Insist upon an ethical secretary who can create factual records that track the recordings of the meetings and let the record stand. If indeed the board or committee needs to modify a decision or create a new action, the record of any modification needs to appear in subsequent minutes.
When Charlene Murphy was appointed to the board and then immediately elected Secretary, she acknowledged that the GLA minutes were not right (as in the Alyssa Allen era) and even suggested that the board should ask an attorney for guidance. When landowners told her (and the board) that seeking attorney advice would be a waste of money, given that there are many internet sites that summarize the best practices for corporate minutes and even provide basic templates for keeping proper minutes, Charlene seemed to agree. However, with Charlene as Secretary, the official minutes have strayed dangerously far from responsible corporate practice.
It is one thing to find a few mistakes in the official minutes – mistakes happen. But with GLA minutes, there is a pattern of presentation that appears designed to present the record in a certain way. For example, the official April 2016 board meeting minutes report that there was one person who took pictures during the April board meeting, but in fact Board Member Gerald Dubiel took photos of Dorothy Keeler taking pictures. Frankly, it is very hard to swallow that no one on the board noticed the second photographer. Aside from this non-factual report, the incident should not even be part of the minutes because it was not part of any official board action. When you approved the April minutes, you approved a false record. This raises all manner of ethical questions. Correct minutes are a board responsibility, even though the Secretary prepares the minutes.
To further comment on the official April 2016 board meeting minutes, seven pages of detail is way too much no matter how one views the situation. Your approval of the unofficial comments of numerous landowners needlessly exposes you to huge legal liabilities. Why you choose to go way beyond your official duties and approve so many non-official details is difficult to accept and comprehend (unless there is an agenda to intimidate and even silence landowner input? Or perhaps there is some other agenda?). To repeat, you are only officially responsible to record minutes of your own official actions, not even your discussions.
To approve minutes that have more detail than your official actions is particularly dangerous because the association has no liability insurance for errors and omissions. Without liability insurance, your approval of overly detailed minutes burdens every member with potential legal costs. After all, it is only a matter of time before you will be facing lawsuits regarding inaccurate minutes. Limiting corporate minutes content to a record of your official actions is meant to protect you and thereby limit your legal liabilities. When you vote “yes” to approve GLA minutes, you are saying that to the best or your knowledge virtually every detail in the minutes is factual and that you are willing to defend every detail in those minutes in court if they are cited for discovery or evidence.
What to do? I ask each of you to learn what proper minutes include and to refuse to approve minutes if they have content that you are not willing to defend in court. You are the key to bringing GLA minutes into alignment with mainstream corporate practices. This correction is long over-due.
Thank you,
Donna Lash-Andersen
The Forum recommends the following link as a guide for Best Practices for Taking Minutes - Courtesy of the Ellis M. Carter of the Carter Law Group
Donna Lash-Andersen's letter follows:
To: Charlotte Mizzi, President, and the entire GLA Board of Directors
Dear GLA Board,
When I read the Official Road Committee meeting minutes for May 24, 2016, I knew immediately that they did not agree with what was discussed at the meeting because I was there and I took detailed notes. I will not go into the incorrect details as Tim Brockett did, though I applaud his attention to detail. As I have done before, I write again to tell you that your over-all approach to minutes is improper because they contain far too much detail about non-official happenings.
Proper minutes are simply a record of who makes motions, who seconds and how the vote turns out along with an occasional summary of a discussion for a reader to make sense of what transpired. Nothing more. In a case like the recent Road Committee, where there were no motions even though the committee was voting to spend a large amount of money on the roads, the minutes can only read that the meeting was convened, discussion followed, and the meeting was adjourned. If the committee wants to keep a record of what they discussed, then first of all those notes need to be factual. Secondly, they need to be appended to the minutes as working notes. One can only wonder why this huge committee would choose to spend nearly a record amount of money on the roads without official motions.
If, as I suspect, Charlene updated the tally of where the gravel should best go after the Road meeting and made the minutes show “better” decisions, this is illegal manipulation of GLA records. If this is what happened, this is dangerous lack of integrity – plus it further enables a committee that chooses not to handle its business in a professional and corporate manner.
When any secretary accurately records the actions at a meeting, there is no need for editing prior to official approval of the minutes. Some years ago when I was hired to work with Denise Kirk on the minutes, it was the practice to ask each board member to edit the minutes prior to official approval. I found it extremely disturbing to see how once proper minutes were modified month after month in order to create “the right message.” I understand that draft minutes are still circulated for editing to make things “right”. This is seriously not appropriate and may even not be legal.
For your protection, I strongly suggest that you stop the editing now. Insist upon an ethical secretary who can create factual records that track the recordings of the meetings and let the record stand. If indeed the board or committee needs to modify a decision or create a new action, the record of any modification needs to appear in subsequent minutes.
When Charlene Murphy was appointed to the board and then immediately elected Secretary, she acknowledged that the GLA minutes were not right (as in the Alyssa Allen era) and even suggested that the board should ask an attorney for guidance. When landowners told her (and the board) that seeking attorney advice would be a waste of money, given that there are many internet sites that summarize the best practices for corporate minutes and even provide basic templates for keeping proper minutes, Charlene seemed to agree. However, with Charlene as Secretary, the official minutes have strayed dangerously far from responsible corporate practice.
It is one thing to find a few mistakes in the official minutes – mistakes happen. But with GLA minutes, there is a pattern of presentation that appears designed to present the record in a certain way. For example, the official April 2016 board meeting minutes report that there was one person who took pictures during the April board meeting, but in fact Board Member Gerald Dubiel took photos of Dorothy Keeler taking pictures. Frankly, it is very hard to swallow that no one on the board noticed the second photographer. Aside from this non-factual report, the incident should not even be part of the minutes because it was not part of any official board action. When you approved the April minutes, you approved a false record. This raises all manner of ethical questions. Correct minutes are a board responsibility, even though the Secretary prepares the minutes.
To further comment on the official April 2016 board meeting minutes, seven pages of detail is way too much no matter how one views the situation. Your approval of the unofficial comments of numerous landowners needlessly exposes you to huge legal liabilities. Why you choose to go way beyond your official duties and approve so many non-official details is difficult to accept and comprehend (unless there is an agenda to intimidate and even silence landowner input? Or perhaps there is some other agenda?). To repeat, you are only officially responsible to record minutes of your own official actions, not even your discussions.
To approve minutes that have more detail than your official actions is particularly dangerous because the association has no liability insurance for errors and omissions. Without liability insurance, your approval of overly detailed minutes burdens every member with potential legal costs. After all, it is only a matter of time before you will be facing lawsuits regarding inaccurate minutes. Limiting corporate minutes content to a record of your official actions is meant to protect you and thereby limit your legal liabilities. When you vote “yes” to approve GLA minutes, you are saying that to the best or your knowledge virtually every detail in the minutes is factual and that you are willing to defend every detail in those minutes in court if they are cited for discovery or evidence.
What to do? I ask each of you to learn what proper minutes include and to refuse to approve minutes if they have content that you are not willing to defend in court. You are the key to bringing GLA minutes into alignment with mainstream corporate practices. This correction is long over-due.
Thank you,
Donna Lash-Andersen