Directive 19 – Approved 8/12/2020

BOARD APPROVED

POLICY/PROCEDURE

DIRECTIVE

DIRECTIVE NO.  19

APPROVED:  AUG 12, 2020

SUPERSEDES:  NEW

POLICY:  PREPARATION OF MINUTES OF ALL BOARD OF DIRECTORS’ MEETINGS

1.         The purpose of the Minutes is to document that a Board Meeting was duly noticed, that a quorum of the Board was present, and that various actions were taken by the Board at the meeting.  The Minutes are not intended to be a detailed record of the discussions which took place at the meeting, but rather a concise and accurate record of matters considered at the Board Meeting, and the disposition of each such matter at the meeting. The Minutes are officially “Approved” upon acceptance by the Board at a subsequent Board Meeting. For purposes of this Directive, the term Board Meeting has the same definition as given in California Civil Code Section 4090.[1][i]

2.         Content of the Minutes. The following shall be included in the Minutes:

A.             The LICA Association name, type of Board Meeting (for example, monthly open session, monthly executive session, special open session, or special executive session), the manner by which notice of the Board Meeting was given, date, location, time called to order and time adjourned.

B.             The names of the Board members present and those absent, and the name and title of all persons present in an official capacity, including LICA management staff.

C.            Action taken on the Minutes of the previous Board Meeting and corrections, if any.

D.            A summary of the topics raised by homeowners during Homeowners Forum.

E.             If reports from the General Manager, Officers, or Committee members are presented at the Board Meeting, the fact that the report was made shall be recorded in the Minutes.  If reports are presented in writing, they may be appended to the Minutes with Board approval.

F.             The result of all agenda items, including but not limited to motions made relating to agenda items and their outcomes.

G.            If items are added to the posted agenda, when permitted by Civil Code Section 4930(d), the result of the added items, including but not limited to motions made and their outcomes.

H.            Any matter discussed in executive session shall be generally noted in the minutes of the immediately following Board Meeting that is open to the entire membership.

NOTE: The Minutes should rarely contain direct quotations, which are easily taken out of context. Various draft of motions, heated debates or lengthy exchanges should not be included, however salient points made in discussion may be included.

3.         All Board Meetings may be recorded electronically during the Open Session by the Board Secretary only, and for the sole purpose of preparation of the Minutes and are not available for anyone else to listen to. A notice of recording shall be identified on the official sign in sheet or announced at the commencement of the Meeting. After Minutes are approved by the Board, all related electronic recordings will be erased. The Administrator and the Board Secretary will take notes during any Board Meeting; however, the Board Secretary is solely responsible for the preparation of the final Minutes presented to the Board for approval, and for signing the approved Minutes.

4.         Distribution of Open Session Minutes and Preparation and Distribution of Open Board Meeting Summary.

A.             Following the Board Meeting, the LICA General Manager will send a draft copy of the Minutes to all Board members for review. Proposed corrections shall be promptly returned only to the Secretary to avoid Board discussion outside of a Board Meeting.

B.             The Board Secretary may prepare a written summary of the actions taken by the Board at an open Board Meeting. The summary shall be published in the ISLANDER newspaper edition promptly following the Board Meeting; (ii) posted to the LICA website (LidoIsle.org); and (iii) made available upon request by LICA Members from the LICA office.

C.            Approved Minutes voted on at a subsequent Board Meeting shall be: (i) published in the ISLANDER newspaper edition; (ii) posted to the LICA website (LidoIsle.org); and (iii) made available upon request by LICA Members from the LICA office.

5.         The Minutes are the official record of the acts of the Board. The Board Secretary signs the Approved Minutes, which then become part of LICA’s official records and are retained indefinitely.