Condo and HOA Minutes
Twenty–five years in the association management business have provided me with plenty of opportunities to review Board Meeting minutes and observe the various methods used in keeping and writing minutes. The importance of the task requires knowledge of the purpose and content of meeting minutes. How can we find a common sense approach to Board Meeting minutes? Here are some helpful facts and information to guide you:
Fact 1– Minutes are the official record of the actions taken by the Board at the meeting. They are not a transcript of the meeting. They are a reflection of what was done, not what was said. As their name implies, “minute” means “small” and “minutes” should be brief.
Fact 2– Bad meetings produce bad minutes. The Board of Directors should follow parliamentary procedure or at least have an understanding of the fundamentals of running a meeting. A well-run meeting is the first step to good minutes.
Fact 3– All motions made at a meeting should be included in the minutes whether or not they were approved. It is especially important to list the Board Members who dissented in a vote so they are not responsible for the consequences of an action.
Fact 4– Financial transactions such as opening a bank account, closing a bank account or expensing money out of the reserve account must be noted in minutes. At the end of each year, if your association has a financial review or an audit, the CPA will read the minutes to verify that all financial transactions were approved by the Board of Directors.
Fact 5 – If there is no quorum at a meeting, do not take minutes. It is not a legal meeting. If a meeting is not held because there is no quorum or because the meeting is canceled, a page noting there was no meeting should be added to the minutes book or you can incorporate it in the next Meeting minutes. The fact is you will never remember why you only have 11 months of Meeting minutes three years from now when they may be needed for a court case.
Fact 6 – Minutes are a legal document. After the minutes are approved, they become part of the legal record of the association and may be used in court of law to justify a Board’s action. When writing minutes, ask yourself, “Could I read this before a judge and jury?” Is there anything in them that would incriminate the Association? Is the wording clear enough to explain why an action was taken to protect the Association?
Fact 7 – The minutes of a Board Meeting become the official record of the Association only after they are approved by the Board of Directors at the next meeting when a quorum is present. At that time, the Secretary should sign the minutes to make them official and the approval is stated in the minutes.
The following information should always be including in Board Meeting minutes:
· The name of the association and the type of meeting (monthly, quarterly, special meeting, etc.)
· The date and place of the meeting.
· The time the meeting is called to order and adjourned.
· Board members (and their offices) who are present and/or absent.
· Approval of the previous minutes.
· Report of the officers and Committee members.
· The business of the meeting.
· All motions made at the meeting and the action that was taken. Note who voted for a motion, who dissented, and who abstained from voting because of a conflict of interest.
· Minutes should always be signed by the Association Secretary after they have been approved by the Board of Directors.
It is important to remember who reads the minutes of your Association. More and more, new owners, lending institutions, realtors, bankers, and mortgage companies are requesting twelve (12) months of minutes for sales transactions. The minutes of the association can play an important role in both legal and financial business. Approving Board Meeting minutes is one of the most important actions taken at a meeting. The next time you approve minutes, make sure they are accurate and reflect all actions taken at the meeting. They will become part of the legal record of the association.
How would you rate your minutes?