By Sherri Hall
Among the responsibilities of condominium and community associations is the obligation to maintain accurate records. Accordingly, the taking and keeping of minutes of board meetings is extremely important to the proper operation of an association. But what is the proper way to do so and what information must be included? We spoke to Attorney Stefan Richter of Clemons Richter & Reiss in Doylestown, Pennsylvania for an expert opinion on the subject of meeting minutes.
According to Richter, meeting minutes are not transcripts, “It is important to remember that minutes are reports of action taken. Section 48 of Roberts Rules states that, …minutes should contain mainly a record of what was done at the meeting, not what was said by the members….,” said Richter.
Richter noted that a typical set of minutes should include the name of the association; the type of meeting (i.e. committee, board, membership); the time, date and place of the meeting; a rollcall of attendees; the approval of prior minutes. Action items are ordinarily divided by subject matter into motions, considered in accordance with an agenda.
Richter explained that Robert’s Rules of Order requires that minutes be a record of the motions that are made during the meeting. The record of each motion should include the name of the person who made the motion (the name of the person who seconded the motion is not necessary) and whether that the motion carried or failed. Unless ordered by the assembly or the vote is by ballot (only in larger assemblies) he noted that the vote count is generally only necessary if a member insists on recording a dissent.
“The minutes should include a separate paragraph for each item on the agenda,” said Richter. The paragraph should be detailed so as to accurately describe the motion for each item, whether it was approved or approved with conditions, or if it was denied.
Additionally, any changes to the agenda should be noted in the minutes. However, discussion that did not lead to any action or is not relevant to any item on the agenda need not be included in the minutes. For example, if a board member notes a problem with a sidewalk and a motion is made and approved for a contractor to evaluate the sidewalk, that should be included in the minutes. However, if there is discussion on a subject matter that does not lead to motion or an action item, such discussion does not need to be recorded in the minutes. Similarly, opinions (particularly of the secretary) and ancillary discussion should not be recorded in minutes.
Lastly, the minutes should conclude with the motion to adjourn the meeting, the time of adjournment and the signature of the secretary, Richter explained.
“The minutes are to serve as an accurate record of what action has been taken,” he said. And although unit owners often want to see transcripts of what was said and who said it, such detail is not appropriate for minutes, said Richter. The minutes should be concise and reflect the actions the board took at the meeting.
Richter noted that discussions in the minutes should be limited to those that are necessary to justify the decision that was made. “Minutes may include a summary of the discussion if deemed to be important to the board’s decision, or if there is formal dissent,” he said.
However, Richter noted that minutes are corporate records and are thus “discoverable”. Anything contained in the minutes could thus be used in claims against the association in the future. For example, any editorializing, opinions or non-action related discussion could potentially be detrimental. “You really have to be careful and accurate with what is included in the minutes,” he said. “If you put it in the minutes, it’s a permanent record.”
In general, Richter does not recommend minutes that editorialize or summarize general discussion. Instead, he suggested the board can publish a newsletter on general items or hold informational meetings – minutes are not necessarily the best way to communicate with the unit owners . “Minutes are a written record of corporate action – not a substitute for open dialogue with the membership,” he said.
It’s important for boards to keep in mind that associations aren’t set up to rule by majority, noted Richter. “Actions of associations are undertaken by elected boards, a record of their transactions is reduced to minutes. With that being said, there really is no mechanism for disseminating great detail and description of a meeting with the exception of the meeting being an open one, he said.
(Open meetings are required in some states, including New Jersey.)
Richter noted that open meetings are not required by statute in Pennsylvania. He also noted that boards typically do not permit meetings to be audio or video recorded (whether by the board or attendees). In fact, an announcement is often made at meetings that no audio or video recording is allowed, but attendees are free to take notes and the minutes will be published and made available. He also said that recording in secrecy can have legal implications as people must have knowledge that they are being recorded.
Richter noted that legal or enforcement discussion about a unit owner should never be included in the minutes. Items identifying a resident by name and/or address such as violations or conduct enforcement procedures should not only be left out of the minutes, they should never be discussed in an open session, but rather during the executive session.
If there is an open meeting and a unit owner gives his or her name and address during the Q&A session, this information can be included in the minutes, but this person should be advised of such. However, Richter recommends that Q&A discussion only be noted as such or described very generally, unless that discussion leads to a motion and an action item.
Richter also noted that the minutes should be a record of what action took place during the meeting itself, not things that occurred outside of the meeting. At the same time, it’s important for the board to hold actual in-person meetings in accordance with the procedures set forth in the bylaws, and that these meetings have a quorum. Moreover, if the board had to take emergency action before the meeting date and did so via email for example, such action must then be included and ratified at the next meeting – and thus included in the minutes of that meeting.