"Minutes" are the records of the proceedings of an organization and are required by Corp. Code §8320. The primary duty of the secretary is to prepare minutes of the board's meetings and membership meetings. The secretary may prepare the minutes directly or oversee their preparation by a recording secretary and sign them.

Recording the Meeting. With the board's permission, the secretary may record open board meetings to assist in the preparation of minutes. Once the minutes have been approved by the board, the recording should be erased. Even though the secretary may record meetings for the purpose of preparing minutes, the board can disallow recordings by others, whether it be members or other directors. Because of the sensitive nature of subjects dealt with in executive session (litigation matters, attorney-client communications, members discipline, personnel matters, etc.) executive session meetings should not be recorded.

What Should NOT be in the Minutes. Minutes should not contain owner comments and never be a transcript of every statement made by directors and attendees. Recording every comment creates potential defamation claims or becomes evidence for other claims against the board and the association. Minutes should reflect decisions and reasons for those decisions, not conversation. "The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done." (Robert's Rules, 11th ed., p. 468.) See sample minutes.

What to Include. As a rule, minutes should record what was done at a meeting, not what was said. (Robert's Rules, 11th ed., p. 468.) Even so, the motion should include the rationale for the board's action. Following is a list of essential information that should be found in every set of minutes:

1. Name of the association.

2. Type of meeting (regular, special, emergency, executive session).

3. Date, time and location of meeting.

4. Directors who were present and who was absent, along with their titles (President, Treasurer, etc.). The minutes should also list guests who were invited to speak to the board, such as the association's CPA, contractors bidding on projects, the association's attorney, etc. Members who attended the board meeting should not be listed.

5. Officer and committee reports, if any.

6. Motions and how directors voted. Also include any actions taken between meetings by unanimous written consent.

7. General description of matters discussed in executive session.

8. Date of the next meeting.

9. Time the meeting was adjourned.

Attachments to Minutes. Contract proposals reviewed by the board are generally not attached to the minutes. The underlying documents that support the board's decision are kept in the board packet which is kept on file in the management office. Documents may be attached to and made part of the minutes but only with board approval. Individual directors do not have the right to attach documents to the minutes without first obtaining board approval.

Correspondence. Neither members nor directors have a right to include their correspondence in the minutes. The purpose of minutes is to record the official business of the board, not act as an outlet for grievances. If letters are included in the minutes, some correspondence my be inflammatory, inaccurate and defamatory, which could lead to litigation.

Draft Minutes. Draft minutes of board meetings must be made available to the membership within 30 days. Failure to do so can result in penalties against the association. Notice of the membership's right to minutes must be made annually. Minutes should be readily accessible for membership review.