Tuesday, April 23, 2013

Keep your Minutes "MI-nute"

When recording the happenings of a Board meeting, the Secretary types up a document known as Minutes, which is an official legal record retained for the life of the Association.  Although the name of the document is pronounced the same as a unit of time on your clock, the recorder should be thinking of the word “minute” with the stress on the first syllable, changing the meaning to “exceptionally small” or something that is carefully examined.

Your Board Minutes are subject to review in a court of law, and what appears in these documents may embarrass not only the Board, but also the entire homeowner association if not carefully considered.  One reason that the minutes are composed after a meeting and approved at the next meeting is to permit clearer heads to prevail, especially in considering contentious issues.

Ensure potentially damaging material is not recorded by limiting the length of the Minutes to fit on a single page.  The goal is to record actions or decisions taken by the Board without a blow-by-blow description of debates.  Leave the discussion out.  At its simplest, the record will only show what topic was being considered and whether or not the Board approved any action on it.  On certain items, a Board member may request that how each director voted be recorded, but this is the exception, not the rule.

There are basic elements that appear in each set of Minutes:
At the top of the document:
  • The title “Minutes”
  • Board of Directors for <name of the Association>
  • Location the meeting was held, including physical address
  • Date of the meeting
In the body of the document:
  • Time meeting called to order, list of those in attendance, whether quorum obtained
  • Approval of the prior meeting’s Minutes
  • Summary of reports provided (Treasurer, Management, etc.)
  • Decisions on items left outstanding from previous meetings
  • Decisions on new topics
  • Establishment of the next Board meeting
End of the document:
  •  Time of Adjournment
  • The phrase “Respectfully Submitted,”  
  • Name of the individual that composed the Minutes, followed by the title Secretary
  • “Secretary Pro Tem” is used as the title if another Board member acts as the Secretary

On occasion, a Board may be tempted to outsource the recording of Minutes.  This is a risky practice, as ultimately the Board is liable for any errors or omissions.  If the Bylaws do not specifically grant permission to assign this function to a non-Board member, the best course of action is for the Secretary to conduct this duty.

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