Condominiums and HOA communities come in a wide variety of shapes and sizes but when it comes down to considering the differences of all condos great and small one thing is consistent, meeting minutes. This basic management tool is well known and formed by governing documents, IRS regulations, and legal recommendations. So at the risk of being redundant, best practices would suggest a review of the basics from time to time to ensure a trouble-free future.
Meeting minutes are not a record of everything said at meetings, but minutes are the official record of the actions of a board or committee. Minutes serve both a historical and legal purpose to document the community’s adherence to the appropriate procedures and bylaws. In addition to being discoverable in litigation, minutes hold a board accountable for their decisions; summarize issues for those who miss the meeting; and remind members of their responsibilities.
Recording the minutes is not for everyone. Though this task is typically assigned to the board’s secretary, it is best to have the minutes produced by someone suitably capable. If every board member needs to be fully engaged in the meeting discussions and decisions, it is often felt that a less financially or emotionally interested person such as a property manager staff member or independent stenographer is best for this position. For smaller condo budgets a volunteer from the ranks of unit owners may be the best choice.
Preparation for producing the minutes starts in advance of the meeting. The previous meeting minutes and the current meeting agenda should be distributed to the expected attendees at least a week in advance of the meeting. These minutes should be edited for brevity and clarity and be fact-based void of all personal observations. Keep in mind they are called ‘minutes’ not in reference to time but rather they are notes of a diminutive size (say: my-newt).
Meeting minutes are legal documents reviewed by not only lawyers but also unit buyers; realtors; bankers; mortgage companies; and government agencies. For this reason, a brief description of each item should include the name of the presenter. However, when it comes to voting, the individual names should not be listed but rather the minutes should report what was the action taken, such as: Motion made, seconded, and carried.’ The one exception is when the board approves executive compensation or a transaction with a board member in which case the record should indicate the names of those voting for and against.
Details regarding committee reports are useful but should be summarized. As an example, a typical financial report may include the total assets of the community; operating funds; reserve expenses; liens place on units; and new or closed bank accounts. Complicated spreadsheet information should be referred to specific reports or studies. Some issues should not be discussed in the open meeting but sent to executive session. Matters involving delinquencies and disciplinary hearings should not be in an open forum but rather held in executive session before or after the open meeting. These executive sessions are confidential and will require a separate set of meeting minutes.
To assist in organizing a consistent set of minutes, an outline of the basic elements of the minutes is developed ahead of time either on paper or computer screen. This skeleton outline is suitable for all types of meetings. There is no need to reinvent the wheel. Simply go online and Google ‘Meeting minutes’ and multiple sites will provide meeting minute outline templates to download at no cost. These outlines will have very similar bullet points suggestions to include Organization name; Type of meeting; Date; Time of opening and adjournment of meeting; List of attendance; Members absent; Agenda approval; Old and New business; Additions to the agenda; Date and time of next meeting; and Name of the minutes certifier. Taking audio recordings of meetings can be useful for fact checking to produce accurate minutes but since the final minutes are the legal document of record all audio recordings should be destroyed to avoid future conflicts. Board-approved final edited minutes should be written as soon as possible to promote accuracy and be distributed within thirty days.
To further ease the burden of taking meeting minutes and keeping track of meeting information, software and computer tools are available in the market. Examples include sharing documents to the board and community with Google docs and Sky Drive for document storage; Cloud-based or Members-only web pages; Google Calendar for scheduling; One Note for organizing notes and recordings for Microsoft users; Notion for organizing meeting minutes; Evernote for taking notes; AgreeDo to create minutes and tracking results; Minutes.io to take minutes and work on or off-line; to name a few. Keep in mind, meeting minutes should be kept indefinitely so digital storage is a good idea but hard copies or dedicated hard disk work as well.
Good meeting minutes produce decision efficiency and shorter meetings. A well-organized meeting minute agenda keeps boards focused on important matters while providing an action plan leading to success.
Written by Jack Carr, P.E., R.S., LEED-AP, Senior Consultant Criterium Engineers
Published in Condo Media