Whenever there is an official meeting of a condominium or homeowner association, be it the board of directors, a committee or a membership meeting, a record of the meeting should be kept. The content of the record, which are in the form of “minutes” or “resolutions”, are often the subject of debate and misunderstanding among board members and unit owners. The primary functions of the minutes are to identify who is present at the meeting and the actions taken by the group.
While not “law”, the publication, “Robert’s Rules of Order”, is frequently referenced in the governing documents of community associations regarding the handling of meetings. Within Robert’s Rules are suggestions for the content of minutes. Initially, the minutes should reflect the kind of meeting (regular, special); the name of the association and whether it is a board, committee, or membership meeting; the date, time and place of the meeting and when the meeting was called to order; the names of the board or committee members present when it is a board or committee meeting, or the number of owners present at a membership meeting (for quorum purposes), and who is absent; and, if outsiders are present (such a management personnel, attorney, or other vendor), they should be identified as well. Typically minutes of a prior meeting of that body will need to be approved and reports of officers, committees and vendors follow (with only the requirement that the report indicated was made, not the details of the report. Such details may be attached to the minutes as an exhibit). All main motions being considered at the meeting should then be indicated, in the order that they occurred. There is no requirement to identify the maker or individual who seconds the motion (the entry can simply read “motion was duly made and seconded to . . .”). Reference to discussion following the motion and then the specific disposition vote (for a board or committee meeting, the vote of each director or committee member should be identified in the minutes). Lastly, the time of adjournment should be reflected.
One of the common mistakes that occurs in creating minutes of a meeting is making the minutes a transcript of the events that happened during the meeting. Quite often the minutes of a meeting go on for pages and pages, reciting in detail (or attempting to) the statements of every speaker during the discussion portion of any given agenda item. Many associations record the meeting to assist in creating as complete of a transcript as they can. While recording can be helpful in making sure that all issues undertaken at the meeting are included in the minutes, using such recording to transcribe all statements made by every speaker is not appropriate. Providing too much detail information in the minutes is not the recommended course of action and can create unnecessary liability for the association.
Ideally, the minutes should be brief and concise statements of the issues taken up by the body at the meeting, the specific motions that are made and duly seconded, and the vote on each such item. For example, suppose an agenda item for a board meeting indicated: “Consideration of proposing an amendment to the association by-laws to change the date of the annual meeting.” A suggested entry for the minutes is as follows:
Motion was made by Director Jones, and duly seconded, for the Board to approve the proposed amendment to the By-Laws to change the date of the annual meeting from the third Thursday in December to the fourth Wednesday in January and that such amendment be submitted to the Membership for approval. Discussion followed, whereupon the matter was unanimously approved.
In the example, had the matter not received the unanimous approval of the board members present, the vote of each director would be indicated.
Accurate and concise minutes are an important aspect to the proper operation of a community association. As noted, including extraneous information can also create exposure to unnecessary liability to the association in a number of ways, which should be avoided. Whenever a question as to whether or not to include information in the minutes may arise, the board should have a brief consultation with the association attorney on the issue.
