Q&A: Whose Business Is It?

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Q. Many owners in our HOA have questions about what happens at the monthly board meetings. Our board refuses to release any meeting minutes to the owners. Also, the board has told me that they do not record in the minutes who voted for what. Can they do that?

                                               -Shut Out

A “Apart from the pre- and post-meeting banter about what each other did for fun the prior weekend, by and large, association business happens at board meetings,” says Frank A. Lombardi, partner in Lombardi Law Group in Lincoln, Rhode Island. “Since unit owners comprise an association, with certain exceptions, unit owners are entitled to know the business of association management and operations. 

“One important exception would be discussions at the meeting with the association’s attorney concerning, for example, an existing lawsuit or potential lawsuit—the reason being that such information is often privileged and divulging it may prejudice the association’s chances of winning the lawsuit. Another exception might be the discussion of hiring or firing a manager or staff person, again, the divulgence of which might breach that individual’s rights of privacy, exposing the board and association to liability under state and federal laws. 

“Of course, the board should protect itself from being forced to disclose such sensitive information by recording in the minutes that those discussions occurred during executive session. The person responsible for taking minutes should record the beginning and ending time of the session. That person should keep a separate log of those executive session minutes.

“While on the subject of minutes specifically, the next question raised is: Can a board refuse to release any minutes to the owners? That is unfortunate, as the board can and should take minutes, and again, except for those taken during executive session, the minutes should be released to the unit owners. In Rhode Island, minutes are association records and a board’s refusal to provide them to unit owners upon request could subject it to fines and penalties under the RI Condominium Act. 

“The last question concerned whether a board can refuse to identify who voted on certain issues. Again, unless in executive session, the note taker should record who voted for and against an issue.  Although it may cause board members some grief from unit owners from a public relations standpoint, this is association business, and as such, votes should be transparent to maintain the vote and the voter’s integrity. Besides, should it ever come a time when a vote is challenged, then of course, knowing and recording who voted for or against a measure, would be critical to authenticating the actual vote.”

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