Minutes Are Required. Minutes are the official records of the proceedings of an organization (Corp. Code §8320) and prima facie evidence of the board's actions. (Corp. Code §7215.) Associations are obligated to keep minutes of board and membership meetings and some committee meetings.
1. Board Meetings. Corporations must keep written minutes of the proceedings of their board meetings. (Corp. Code §8320(a)(2).) This includes:
- Open Board meetings (including regular, special and emergency meetings)
- Executive Session meetings
2. Membership Meetings. Associations must keep minutes of their annual and special membership meetings. (Corp. Code §8320(a)(2).)
3. Committee Meetings. Committees with decision-making authority must also maintain minutes. (Civ. Code §5210(a)(2).)
Readily Accessible. Minutes should be kept on file in 3-ring binders (or some similar binder) with the association's name on the binder and the dates covered by the minutes. This makes them readily accessible for review and copying by directors and members alike. Minutes must be permanently available for inspection. Failure to allow inspection can result in penalties against the association. Member access to committee minutes must be granted within 15 calendar days following approval. (Civ. Code §5210(a)(2).) Draft open board minutes within 30 days of the meeting.
Ownership. Minutes are the property of the corporation.
Who Takes Minutes. Taking minutes of board and membership meetings is one of the key duties of the secretary. The secretary can prepare minutes directly or oversee their preparation by others and then sign them once they have been approved by the board. Boards can authorize the manager, assistant manager, a management company employee, a recording secretary or a volunteer homeowner to assist in the taking and preparation of minutes. The appointment of an "assistant secretary" should be recorded in the minutes so as to facilitate insurance coverage. In small committees, the chair usually acts as secretary but in large committees and standing committees a secretary may be chosen to keep minutes. (Robert's Rules, 11th ed., p. 500.)
Recording Open Meetings. 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. The recording secretary can, but is not required, to announce that he/she is recording the meeting. 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.
Recording Executive Session. 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 should never be a transcript of every statement made by directors and attendees. Recording every comment creates potential defamation claims. Minutes should reflect decisions and the reasons for those decisions, not conversations. "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:
- Name of the Association.
- Type of Meeting. Regular, special, emergency, executive session.
- Date/Time/Location. Date, time and location of meeting.
- Attendees. 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. Persons who attend the meeting need not be listed in the minutes. (If their names are included in the minutes, they could be subpoenaed for a deposition in the event there is litigation surrounding the meeting.) Instead of attendee names, some associations list the total number of attendees at the meeting. This is not required but is optional.
- Approval of Minutes. Prior meeting minutes should be read and approved. (Robert's Rules, 11th ed., p. 473-474.)
- Treasurer's Report. A verbal report is sufficient.
- Committee Reports. The fact that an officer and committee report, if any, was given. When a committee report is of great importance it can be entered in full in the minutes. (Robert's Rules, 11th ed., p. 471.)
- Guest Speakers. "The name and subject of a guest speaker can be given, but no effort should be made to summarize his remarks. (Robert's Rules, 11th ed., p. 471.)
- Motions. Motions and how directors voted.
- Executive Session. General description of matters discussed in executive session.
- Next Meeting. Date of the next meeting.
- Adjournment. Time the meeting was adjourned.
NOTE: Because the Business Judgment Rule requires that boards satisfy their fiduciary duties when making decisions, boards should include in their minutes reasons why they took the actions they did. See sample resolution.
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 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 open 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.
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