The minutes of a community association are always extremely important. An association is a business, and like any other business it protects its history, preserves and maintains the records and protects itself from possible liability. The secretary needs to be well organized, and committed to the association’s future.
1. Stick to the Facts.
First, keeping in mind that meeting minutes serve as the official records of the meeting and can be entered as evidence in a court of law (Minutes – The Legal Documents of the Association), they need to be concise and unbiased; they need to contain only facts. Since minutes are admissible as evidence, having the minutes reviewed by an attorney will decrease the likelihood of any legal repercussions resulting from the inaccurate recording of actions by a board or subcommittee.
2. Understand Executive Sessions and Privacy.
Second, while conducting association business, issues may crop up that require the board of directors to adjourn to a closed “executive” session (Civil Code Section 4935). When the necessity for an executive session arises, member of the board must make a motion and state the reason for going into closed session and insure that the reason is recorded in the minutes by the secretary. Closed sessions are most often used to safeguard identities when the board discusses sensitive or confidential issues; state statutes dictate for what reasons a board may discuss issues in private, with the presence of owners. Any action taken by the board in executive session must be recorded after returning to open session. While minutes can be taken in closed session, most legal counsel will recommend that the discussion occur in a closed session but the vote, and record of such, be entered into the regular board meeting minutes. To protect the confidentiality of the association member or issue, the board could assign a case number much like the current judicial system does, so that the owner’s name and address is not disclosed.
3. Be Precise.
Third, the minutes should state the exact wording of the motions and the name of the person making the motion. It is important to stick to recording these facts and avoid adding discussion or opinion.
4. Identify People.
Fourth, when a motion is made in a meeting of the board of directors to implement an action, it is important to record the specific person or committee to which the action is assigned, and from where in the budget the project will be funded. This assists the manager in the preparation of an action list of assigned tasks to be disseminated after the meeting to the board of directors. This list will serve as a record of all actions to be completed and the individual or committee responsible for completing the actions. In addition, the action list will aid in the accountability of individuals assigned tasked actions and will keep anyone from performing actions not authorized by the board. Further, including the budget impact as part of the motion insures that the project will be funded appropriately and helps eliminate coding errors on the financial statement.
5. Use a Standard Format.
Lastly, the board should establish an administrative resolution that dictates a standard format for all meeting minutes. Using a standard format to record minutes simplifies the task of taking minutes at every meeting. The first paragraph of the form should state the type of meeting, the complete date and location, the name of the presiding officer, that a quorum was attained, and a record of the members present and those absent. Included in minutes should be the next meeting date, acceptance of the treasurer’s report, management report, committee reports, incomplete business and the time of adjournment. This section should always be signed by the secretary of the board or committee and attested by another board member, usually the president or the presiding officer of the Committee.
In summary, the following recommendations will enhance the quality of the minutes recorded.
- Keeping the published minutes concise and to the point will eliminate any emotion that may be misconstrued by the reader.
- Assigning case numbers will ensure that issues of a confidential nature stay private.
- Stating the exact wording of the motion spells out the board or committee member’s intent; likewise, recording the name of the persons making the motion will ensure that the person making the motion is an elected or appointed officer of the corporation.
- Documenting the accountability of an action assigned and how it will be funded proves that the directive came from a source empowered to do so, avoids conflict in duties, and defines where financial responsibility is assigned.
- The development of an administrative resolution on the format of meeting minutes aids in preserving the history of the association and ensures that the content is concise and comprehensive enough to legally protect the association from potential litigation.
Colletta Ellsworth-Wicker is vice president at the Community Group in Newport News, VA. This article was originally published in the March 2008 issue of Association Times, published by Associa, a national association management firm.
Image cropped from photo by Lee Caligiuri, CC BY-NC-SA 4.0.