Adams Stirling PLC


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. This includes but incorporated and unincorporated associations. There are sufficient references to minutes in the Davis-Stirling Act, including an obligation that associations notify members of the right to receive minutes, that unincorporated associations cannot ignore its obligation to take and keep minutes. 

1.  Board Meetings. Corporations must keep written minutes of the proceedings of their board meetings. (Corp. Code § 8320(a)(2).) This includes: (a) Open Board meetings (including regular, special, and emergency meetings) and (b) 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).)

♦  Executive Committee meetings.

♦  Architectural Committees. A written record must be kept of an architectural committee's recommendations and decisions. (Civ. Code § 4765(a)(4).) That does not necessarily mean minutes. For a full discussion, see Architectural Minutes. Association members have the right to inspect and copy committee meeting agendas and minutes. (Civ. Code § 5200(a)(8).) This applies to committees with decision-making authority, such as architectural committees. Minutes of committee meetings must be made available for review within 15 calendar days following approval. (Civ. Code § 5210(b)(5).) See Architectural Committee Minutes. See Architectural Plans

♦  Other Committees. Committees with no decision-making authority (ad hoc committees.) do not need to keep minutes. They generally generate reports which are delivered to the board either verbally or in writing (or both).

Readily Accessible. Minutes must be permanently available for inspection. Member access to 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. Failure to allow inspection can result in penalties against the association. Many associations store their minutes 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. This is a matter of convenience, not a requirement. Associations can store their minutes electronically. By statute, an electronic record is deemed a "writing" and cannot be denied legal effect solely because it is in electronic form. (Civ. Code § 1633.7.) It means minutes can also be emailed to an owner if so requested.

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. 

Recording Open Meetings. With the board's permission, the secretary may electronically 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 sessions (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 not be a transcript of statements made by directors and attendees. Recording every comment creates potential defamation claims. Minutes should reflect decisions and the reasons for those decisions, not conversations. 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/Location. Date, time, and location of meeting.
  4. Attendees. Directors who were present and who were 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.
  5. Approval of Minutes. Prior meeting minutes should be read and approved. (Robert's Rules, 11th ed., p. 473-474.)
  6. Treasurer's Report. A verbal report is sufficient.
  7. 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.)
  8. 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.)
  9. Open Forum. It is important to include a reference in the minutes that an open forum was held, even if no one addressed the board. Doing so satisfies Davis-Stirling requirements. The minutes should not identify who spoke or what was said but, instead, state that "An open forum was held, where members were given an opportunity to address the Board."
  10. Motions. Board motions and how directors voted.
  11. Executive Session. General description of matters discussed in executive session.
  12. Next Meeting. Date of the next meeting.
  13. 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.

Resolutions. See "Motions and Resolutions." 

Unfinished Business. Any unfinished business should be noted as such in the minutes, otherwise there will be disconnect between the published agenda and the minutes. Unfinished agenda items can be marked "carried over to next meeting" or noted in some fashion to show that they were not addressed in the meeting and will be on the agenda for the next meeting. If an agenda item was taken up by the board for discussion and a motion was made but not voted on, the matter should be marked as "tabled."

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 may be inflammatory, inaccurate, and defamatory, which could lead to litigation. In addition, members have an expectation of privacy when they send a letter to the board. Posting all correspondence received by the board would be inappropriate. 

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.

Prior Meeting Minutes. Minutes dating back to the beginning of the association's existence must be permanently available for inspection. This includes minutes of committees with decision-making authority as well as board and membership meetings. (Civ. Code § 5210(a).)  See "Deadlines for Producing Records" for requests for minutes of previous meetings.

Signing Minutes. Corporate minutes are the official records of the association. Once approved by the board, the minutes are signed by the secretary. Minutes become prima facie evidence of the matters contained in the minutes. (Corp. Code § 7215.)  By signing the minutes, the secretary is indicating the minutes have been approved by the board of directors. It does not mean the secretary personally agrees with the decisions made by the board contained in the minutes. The secretary cannot refuse to sign the minutes because he/she disagrees with a particular decision made by the board. The secretary is simply affirming that the minutes were approved by the board of directors. See sample minutes. If a secretary refuses to carry out his/her duties, the president can sign the minutes (Robert’s Rules, 11th ed., p. 471). In addition, the board may replace the secretary and have the minutes signed by the new secretary.

Approved by the Board May 2, 2024

Jane Smith, Secretary

Approving Old Minutes. According to Attorney-Parliamenatrian Jim Slaughter, author of The Complete Idiot’s Guide to Parliamentary Procedure, directors who were not present at the meeting for which minutes are being approved (or even on the board when the meeting occurred) can approve the minutes. The association as an organization has a continuing legal existence, even if specific members come and go over time. Accordingly, the new board can approve the minutes of a prior board.

Amending Minutes. If an error is discovered in a set of minutes, it can be corrected. The board can amend previously approved minutes. The correction is made by a "Motion to Amend Something Previously Adopted." (Robert's Rules, 11th ed., pp. 469 & 475.) Once the board approves the minutes, they are signed by the secretary even if he/she was not present at the meeting. The secretary is merely signifying the minutes are now part of the official record of the association.

English Language.  Article III, Section 6 of the California Constitution provides that “English is the official language of the State of California.” The Davis-Stirling Act (which governs community associations) and the Corporations Code (which governs corporate entities) are both written in English. That indicates that, at a minimum, all association records must be kept in English.

Right to Minutes. Members have the right to receive copies of meeting minutes. 

Annual Compliance Certificate. Boards should not respond to a scam involving official-looking documents stamped "FINAL NOTICE" from the "Corporate Compliance Center." 

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.