6 Items Your Board Minutes Should Contain
(& Some Items They Shouldn’t)
By William Anderson, Condo Owner Exclusive
Meeting minutes are some of the most important documents for condominium associations. Still, minutes kept by associations often fail to accurately record board action, or they include extraneous statements that are a detriment to the association. Commonly, these issues come to light in litigation when it is too late to correct the problem.
A common topic of debate is how much information should be included in the minutes, whether the minutes are adequately detailed and whether the secretary should memorialize every item of business addressed at a meeting.
In every instance, an association is required to keep minutes of its regular and special board of directors meetings, as well as owners’ meetings. Generally, the law considers a gathering a “meeting” when the board is conducting association business that requires a vote of the board. Therefore, all board votes must be included in the minutes of board meetings.
The purpose of minutes is to record all of the actions taken at the meetings of the directors and/or the members, not to record what was said. An association speaks through its official records, and the minutes are an important part of that record. If the subject matter is one that merits a detailed factual background for the record, the background notes should be kept in a separate resolution.
The secretary, or other designated representative, should take concise, detailed notes of the discussions that take place and all actions taken at the meeting in order to ensure the minutes are accurate and fully report the proceedings. All matters of importance should be noted in a simple manner. Later, the notes should be transcribed into a summary of the proceedings and approved by the board of directors.
After approval by the board, the secretary should destroy the notes used in preparation of the minutes. Likewise, any video or audio recording of the meeting maintained for the purpose of assisting with preparation of minutes should be destroyed. An association is not required to keep video or audio recordings of meetings, and it is not always a good idea to do so. Too much information included in overly detailed minutes, or audio/video of meetings, could cause headaches for the association in the future should it become involved in litigation or insurance claims.
The following information should be included in the minutes:
1. A written agenda distributed in advance of the meeting that allows attendees to follow the issues at hand and also assist the secretary with properly recording each item of business that is discussed. Each pertinent discussion should be detailed in a clear, short summary that illustrates only the key points. Only sparingly should a comment be included to help explain a decision arrived at, but it, too, should be short and to the point.
2. Arguments or debates that occur on specific issues if and only if a member of the board specifically requests that his/her position be part of the official record.
3. Resolutions drafted in advance by the association’s attorney in order to clarify complex matters or where they involve legal expertise.
4. The vote of every director. A director who is present at a meeting of its board at which action on any corporate matter is taken is presumed to have assented unless he or she votes against such action or abstains from voting. A director who abstains from voting on any action is presumed to have taken no position with regard to the action. An abstention is to be recorded in the minutes.
5. If applicable, a note identifying any director who is personally or financially interested in a transaction and abstained as a result of the conflict of interest.
6. Confirmation that a quorum was present, proof of proper notice of the meeting, disposal of any unapproved minutes, unfinished business, new business and adjournment.
A copy of the minutes should be sent to each director ahead of the next meeting for review in order to facilitate efficient approval. A motion could then be made at the next meeting to waive the reading of the minutes, noting that any corrections or additions are to be incorporated into the association’s official records. Then, a simple summary of the association business should be sufficient for reflecting the board’s business. A motion should be placed to approve the minutes, and the minutes should then be adopted.
Another issue is whether minutes should be kept of closed sessions. Generally, all meetings of the board should be open to the members, but the exception is to allow closed sessions to address confidential or legal matters. Only generalized minutes should be kept of closed sessions, and they should be “bare bones” in nature. For instance, if an association has chosen to become involved in litigation, the association can be apprised of that development without the disclosure of legal strategy or potential weaknesses that could be shared with the adverse party or its counsel.
By following these suggestions, the association can shorten the duration of its meetings, reduce its exposure to liability, and properly maintain a permanent record of proceedings to guide future boards and inform the ownership. Minutes of the association are the permanent record of all association business. They should concisely reflect the specific motions and resolutions adopted with a very short summary of any significant discussion. Minutes should never be a verbatim record of the meeting. There is a reason they are called “minutes” and not “hours.” Remember, there is beauty in brevity.
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