Meeting Minutes - An overview for board members
Since board meeting attendance is commonly low, how can the board keep the unit ownership up-to-date with the latest board decisions? How can the board prove that a measure, such as a special assessment, was adopted and handled legally?
Minutes are the written record of a condo association meeting. The Minutes:
- Confirm any decisions made
- Record any actions taken
- Record who has been assigned a task or responsibility
- Provide information and details about the meeting for anyone who could not attend
Minutes should provide an unbiased record of what board decisions were made including the details and results of any votes taken. The minutes need to confirm what discussions took place, what motions were made, what the final voting results were, and the individual votes of each board member.
Don't make the mistake of believing that maintaining accurate minutes is not important. This is one of those "you don't realize how valuable they are until you really need them" issues. Where proper meeting minutes become critical is when dealing with a legal dispute; often times brought on by an owner within the association.
When questions, complaints or accusations arise about the manner in which the board has been governing the association, the ultimate verdict may come down to the board's ability to provide "proof" of what transpired at a board meeting. Many times this proof is needed months or years after the event so believing that you can rely on memory is not wise.
Common Meeting Minute Mistakes
In a review of the meeting minutes taken by association board members we find that many secretaries fall into the following common traps:
Too much information - A common misconception is that the minutes are meant to be a written replacement for a video taping of the meeting or the type of dictation that occurs during a court case on TV. Minutes taken in this style attempt to provide a full recap of every conversation that takes place during the meeting. Not only are these documents difficult to read, but they provide far too much pointless information.
The official version of the minutes should be condensed, factual and to-the-point. They should record only the type of information detailed earlier in this article. This approach will also make it easier for the secretary.
- Emotion included - The minutes should be a factual record of the key events that took place at the meeting. In short, a record of the agenda topics and details about all votes that occurred and other decisions made. The secretary's opinions, comments made by attendees and similar details should not be included.
- Votes not recorded correctly - One of the most important reasons for keeping minutes is to record the outcome of board votes. Done correctly the minute taker should record the name of each board member and their vote. (A list of "yeas" on one side and "nays" on the other.) Rather than a simple tally, the actual board member names should be included. If a board member recuses themselves from a vote this should also be recorded.
Taking Meeting Minutes
Traditionally, the secretary of the board is charged with recording and keeping the minutes, but any board member can handle the duty if you find yourselves short-handed. Property managers, attorneys and other non-board members should not keep the minutes; this task should be performed by a member of the board. Approved minutes are usually signed by the secretary and sometimes the president as well.
As a minute-taker keep in mind that the notes that you take during the meeting are not shared and are not meant to be the official minutes. After the meeting you will write the draft of the minute minutes so don't be concerned with the spelling or format of your notes. (Minutes that have not yet been approved are a draft.)
Other tips about minutes:
- Minutes for condo associations must be maintained for 7 years.
- It's normally a good idea to have a copy of the final minutes posted, emailed or otherwise shared with the unit owners.
- Don't forget to record the meeting date, time and location.
- You do not need to record a list of attendees, but you should note any board members that are not present. This will provide proof that quorum was met.
- If requested in writing, copies of minutes must be provided to a unit owner within 30 days of receiving the request.
Approving the Minutes
After the board secretary has completed the draft of the proposed minutes, he or she should send to the other board members as soon as possible. The goal is to allow board members a chance to review and suggest revisions while the information is still fresh in their minds.
If a board member has any questions, issues or suggested edits to the draft minutes these should be reviewed at the next board meeting. The first agenda item at a board meeting is normally a review and formal adoption of the previous meeting's minutes. The following steps provide an example of how this would work:
- Board meeting is called to order by the President. To keep the meeting organized and on schedule an agenda should be used.
- The first item on the agenda is the review and approval of the previous board meeting’s minutes. This step makes the minutes (from the previous meeting) official.
- All board members should come prepared with, or be provided with, a copy of the minutes from the previous meeting. The President asks if any errors have been found or if changes are required.
- A board member makes a motion to approve the minutes from the previous meeting. For example, “I move to approve the minutes from the last board meeting.”
- A different board member will ‘second the motion’. “I second” or “Seconded” is sufficient.
The President then asks for the vote from the board membership. (Only board members are included in the vote)
“All in favor of adopting the minutes from the last board meeting?” or simply “All in favor?”
- A simple majority is required in order to pass the motion. (2 of 3, 3 of 5, etc.)
- If approved, the President will proclaim the minutes as officially adopted. “The motion has passed and the meeting minutes have been adopted.”
- The secretary will record the vote and decision in the current meeting’s minutes.
- The board meeting continues, following the agenda.
We have made a meeting minutes template available for free download that you may use as a starting point for your next meeting. View here.