Yalnes, Inc. Blog

A Resource for Condo Owners

Taking Meeting Minutes

Meeting minutes are an official corporate record of a Condominium or a Homeowner Association and are considered to be legal documents by the IRS, courts, auditors, etc. The purpose of the minutes is to record decisions made and actions taken at a Board or general membership meeting. It is important that minutes preserve the full history of an Association and include all decisions made and all actions taken. A decision or action may be considered null and void if not recorded in the minutes.

Minutes should always reflect:

  • who was in attendance at the meeting;
  • whether or not a quorum was present as required by Association’s governing documents;
  • when (including time of calling the meeting to order and adjournment) and where the meeting was held;
  • type of the meeting (regular Board meeting, special Board meeting, annual general membership meeting, etc.);
  • approval of prior meeting minutes (as presented/written or with amendments/corrections);
  • provide a record of every matter brought before the Board and what decision was made (approval, denial, dismissal, postponing of action, etc) regarding each matter;
  • exact wording of each motion and name of the person who made and seconded the motion, whether or not the motion was approved or denied (in case of non-unanimous voting, names of persons voting in favor, opposing, and abstaining).

Meeting minutes should never include full details of all discussions (e.g. transcript), comments, etc. because they are an official corporate record of an Association. Instead, the minutes should reflect the name of the person and a topic discussed (for example: John Smith, on behalf of the Landscaping Committee, reported on landscape maintenance for the past month). For decisions and actions, minutes may include a brief statement describing how the Board reached a particular decision.

The minutes are also a “public record”, available upon request to members of the Association, Buyers, Real Estate Agents, etc. Minutes should be taken at every meeting of the Board of Directors and general membership with the exception of Executive Session meetings. Different states have different laws on whether or not Board meetings are open to the membership and which topics could be discussed in an Executive Session. In general, matters involving contract negotiations, employment issues, and legal matters are permitted and should be discussed in an Executive Session.

There are multiple laws which govern employment issues and any and all employment matters should be kept confidential between Management and the Board of Directors. Providing employment-related information to general membership carries significant liability and may give employees a legal cause of action against the Association.

Any and all legal matters, whether a potential lawsuit against one of the contractors of the Association, or enforcement of Rules and Regulations of the Association, should also be kept confidential. Hearings on alleged violations should be held in an Open Meeting; however, the Board should adjourn the regular meeting and convene an Executive Session to discuss information/evidence presented during the Hearing. Legal issues are complicated in their nature. They may involve attorney-client privileged discussions between the Board of Directors and the Association’s attorney, development of a strategy to prevail in a lawsuit, etc. Having such information made available to the general membership may jeopardize Association’s position in a legal matter and may potentially waive attorney-client confidentiality protection.

Roberts Rules of Order do not permit decisions to be made in an Executive Session; however, some states have specific laws, which govern Executive Sessions and may permit decision-making in a closed meeting. Full transparency of Board actions to the membership is very important for every Association. The best approach is to hold discussions in Executive Sessions and then make decisions in an open meeting immediately following the Executive Session. If minutes of Executive Session are taken, they should only state topics which were discussed (for example: The Board of Directors discussed employment of Mr. John Doe) and not include details or summary of the discussion. Minutes of the Open Meeting following the Executive Session should then reflect motion and action taken on the topic (for example: John Smith moved to terminate employment of Mr. John Doe effective immediately. Mary Stewart 2nd the motion. The motion was unanimously approved.)

Because Executive Sessions are closed meetings, minutes, if taken, should be privileged and not be made available to anyone other than Board members and Management. However, if no decisions are being made in Executive Sessions, there is no need to take the minutes. “Corporate history” would be properly recorded in meeting minutes where decisions are made.

Since minutes of Open Meetings are an official record of an Association, they should accurately describe actions taken to preserve the corporate history of the Association. Oftentimes, questions come up regarding actions taken several years ago. Minutes are a permanent record of an Association and any person and/or judge, should be able to understand exactly what action was taken on a specific matter. For example, if the Board (or Architectural Committee) is approving an alteration request, the minutes should identify the Unit/Home submitting the request, state what is being altered, and whether or not the request was approved as submitted (for example: The Board of Directors reviewed a request from Unit 500 to replace all windows. John Smith moved to approve the request as submitted. Mary Stewart 2nd the motion. After a brief discussion, the motion was unanimously approved).

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December 12, 2008 - Posted by | Meetings | ,

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