Last week we announced that Barker Martin released the Practical Guide to Community Association Meetings and if requested, you should be receiving your copy in the next couple of days. This week’s email previews a section of the meetings guide and here is an excerpt excerpt from Chapter 6 Documenting Board Action: The Minutes
Only the decisions of the board or association are contained in the minutes. It is important that the minutes be accurate and up-to-date. Owners and prospective owners rely on the minutes to reflect the activity of the association. The community manager may rely on them for direction. And later boards may use them in making future decisions. The minutes are typically prepared by the secretary or the community manager. They may also be prepared by someone else appointed by the board. This should be discussed before the meeting to ensure that proper minutes are taken.
The content of meeting minutes is the subject of much confusion and debate. For board and association meetings, best practices dictate that the minutes should state each motion; the identity of the board members voting for, against and abstaining; and whether the motion carried or failed. The minutes should reflect the exact language of the motion made and voted upon. The board votes on a specific motion, not a vague concept, and the minutes should not be left to later interpretation of what the board meant.
Minutes should not reflect the comments made in discussing the motions except in those circumstances when the board desires to make a specific record. In other words, the minutes are not intended to be a transcript of the meeting. Rather they are a record of the actions (motions) of the board.
It may be appropriate in certain circumstances for a board to make a specific factual record or resolution to explain the basis for a decision. This may occur, for example, when a board feels like a decision may subject it or the association to particular liability. In such circumstance, the board may recite the facts, rationale or advice considered in making the decision. Dissents should also be reflected in the minutes. If this becomes an issue, the board may choose to consult its manager and/or legal counsel before the minutes are adopted to make sure the association’s interests are protected.
The Board should not take minutes in executive session.
Any board member may suggest changes to the minutes before the board adopts them. Minutes may be adopted or changed by agreement or vote of the board. Minutes should be permanently maintained by the association and/or its manager in a safe place. Owners are generally entitled to review the minutes.
