Board, Membership, and Committee Minutes
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.) Minutes are the property of the corporation. Associations must keep minutes of board and membership meetings and some committee meetings. It includes both 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, which unincorporated associations cannot ignore their responsibility to take and keep minutes.
Board Meetings. Corporations must keep written minutes of the proceedings of their board meetings. (Corp. Code § 8320(a)(2).) It includes (a) Open Board meetings (including regular, special, and emergency meetings) and (b) executive session meetings
Membership Meetings. Associations must keep minutes of their annual and special membership meetings. (Corp. Code § 8320(a)(2).)
Committee Meetings. Committees with decision-making authority must also maintain minutes. (Civ. Code § 5210(a)(2).)
Taking the Minutes
One of the Secretary's duties is taking minutes of board and membership meetings. The Secretary can prepare minutes directly or oversee their preparation by others and then sign them once the board has approved them.
Recording Motions. Motions and resolutions accomplish the same purpose, but one is more formal. There is no requirement for the name of the person making the motion and the one seconding the motion to be recorded in the minutes. While some associations do, many only state that a motion was made and seconded. Both practices are acceptable. Even though boards of directors are not required to use parliamentary procedures for their meetings, Robert's Rules of Order serves as a useful guideline for taking minutes. Since boards are not required to follow any particular rules of parliamentary procedure, many simply record that a motion passed or failed. If directors want to be on record that they voted for or against a particular motion, they must speak up when the vote is taken and ask that their vote be recorded by name. Following is an example of a motion recorded in the minutes:
Motion by John Smith seconded by Tim Burton to approve a painting contract with ABC Paint Company to paint the exterior of the clubhouse for $10,000 using specifications prepared by Dunn-Edwards Paints. Payment is to be made from the Association's reserve account. Motion passed 4-1 with Jane McCarthy voting no.
Recording Meetings. With the board's permission, the Secretary may electronically record open board meetings to assist in the preparation of minutes. Once the board has approved the minutes, 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 to prepare minutes, the board can disallow recordings by others, whether it be members or other directors. The board should not record its executive session meetings due to the sensitive subjects it covers (litigation matters, attorney-client communications, members discipline, personnel matters, etc.).
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 written in English. That indicates that, at a minimum, all association records should be kept in English.
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 indicates the board has approved the meeting minutes. It does not mean the Secretary personally agrees with the decisions made by the board contained in the minutes. See sample minutes. If the Secretary refuses to carry out his/her duties, the President can sign the minutes RONR (12th ed.) 48:7. 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
Electronic Signatures. Faxed or electronic signatures are acceptable for meeting minutes.
Content of 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. As a rule, minutes should record what was done at a meeting, not what was said. RONR (12th ed.) 48:2. Even so, the motion should include the rationale for the board's action. Following is a list of essential information that should be 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 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 the attendees' names, some associations list the total attendees at the meeting. This is not required but is optional.
- Approval of Minutes. Prior meeting minutes should be read and approved. RONR (12th ed.) 48:9.
- 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. RONR (12th ed.) 48:5.
- Guest Speakers. "The name and subject of a guest speaker can be given, but no effort should be made to summarize his remarks. RONR (12th ed.) 48:5.
- 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."
- Motions. Board 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.
Attachments to Minutes. Contract proposals reviewed by the board are generally not attached to the minutes. The underlying documents supporting the board's decision are kept in the board packet, which is 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
Made Available Within 30 Days. Open meeting board minutes, draft minutes proposed for adoption that are marked to indicate draft status or a summary of the minutes of any meeting of the board of directors of an association must be made available to members, upon request, within 30 calendar days of the meeting. (Civ. Code § 4950.)
Corrections to Minutes. Once a draft has been prepared, the Secretary or Recording Secretary can distribute the minutes to the board for review and feedback to the Secretary on any corrections that need to be made. This does not violate the Open Meeting Act because it’s not an email discussion. Instead, it is feedback from individual directors to the Secretary on corrections and revisions. The draft minutes then go into the board packet for the next meeting for board discussion and approval.
Distribute Upon Request. The minutes, proposed minutes, or summary minutes must be distributed to any association member upon request. (Civ. Code § 4950.) The statute does not state how often the request must be made, which means it is open to interpretation. However, members should not have to make a new request every month for a copy of the minutes. A judge could deem the requirement an unreasonable barrier to a member's right to minutes. If so, the court could impose a $500 fine and order the association to produce the minutes. (Civ. Code § 5235.) If the board is concerned about the expense of copying and mailing minutes, they can bill you for the cost. (Civ. Code § 4950.) To avoid those costs, the minutes could be emailed each month once you give authorization for electronic delivery. (Civ. Code § 5205(h).)
Posting Approved Minutes. There is nothing in the Davis-Stirling Act requiring boards to post minutes. Instead, the statute requires associations to provide members with draft and finalized open meeting minutes upon request. (Civ. Code § 4950.) Since there is no requirement that minutes be posted, they can be posted without attachments. As provided for in Civil Code § 4950, minutes proposed for adoption marked to indicate draft status or a summary of the minutes must be made available to members within 30 days of the meeting. Members can review and copy the attachments if the minutes have attachments that are filed in the association's minute books.
Website Posting of Minutes. Boards can and should routinely post minutes (except for executive session minutes) on their association's website in a password-protected area. If an association does not have a website, the board should (i) summarize its meetings in a newsletter, (ii) post minutes on common area bulletin boards, and/or (iii) distribute the information each month in the billing statement.
Prior Meeting Minutes
Approving Old Minutes. According to Attorney-Parliamentarian 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 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 minutes, it can be corrected. The board can amend previously approved minutes. The correction is made by a "Motion to Amend Something Previously Adopted." RONR (12th ed.) 48:15. 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.
Permanently Available for Inspection and Copying
Members have the right to receive copies of meeting minutes. Minutes must be permanently available for inspection and copying. 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.
Annual Disclosure Required
At the time the association distributes its annual budget to the members, or at the time of any general mailing to the entire membership of the association, the board must advise members, of their right to minutes of the director's meetings and how and where those minutes may be obtained. (Civ. Code § 4950.) A fee may be charged. Something similar to the following disclosure may be used:
Minutes of all open meetings of the board are available to members within 30 days of the meeting. The minutes, proposed minutes or summary minutes may be obtained at: <location> by contacting <describe> . In addition, the minutes, proposed minutes or summaries will be distributed to any member upon request.
Compliance Certificate Scam
Some boards and management companies received official-looking documents stamped "FINAL NOTICE" from the "Corporate Compliance Center." The enclosed form has a Secretary of State number in the right-hand corner with a deadline for returning the form. The document requires that you enclose $100 when you return the completed form. It's a scam.
Keeping Minutes. The one-page document leads with two paragraphs stating that Corporations Code sections 5510 and 7110 require nonprofit corporations to keep minutes. Neither of these provisions requires the keeping of minutes; that requirement is found in Corporations Code § 8320. The next paragraph gives an ominous warning that failure to comply could result in "personal liability of the corporation's members, directors and officers for all corporation debts and obligations, without limit to amount."
No Requirement to File Minutes. Even though the document is entitled "Annual Minutes Compliance Notice" there is no law requiring associations to file minutes with the Secretary of State or any other agency or organization. The Corporate Compliance Center asks no questions about your minutes; it merely asks you to identify your corporate officers and pay them $100. In return, they will send you a "Certificate of Minutes of Board of Directors and Members" that you can put with your minutes. The certificate itself has no official status with the Secretary of State. The Corporate Compliance Center was careful to put a disclaimer on the envelope stating that their mailing was not a government document and another disclaimer on the form stating that they were not approved or endorsed by any governmental agency.
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