Those Dreaded Minutes

Those Dreaded Minutes

elkpeaksassociations_elkpeaks-logoWell Congratulations on being elected to the board of directors! What, you also got elected as Secretary/Treasurer? Okay, don’t fret about it. Taking and preparing minutes really isn’t as onerous as you may think.

Admittedly, taking and preparing the meeting minutes is a critically important duty, so don’t take it lightly. Remember, unlike many if not most association documents which are usually kept for 1 year, 3 year or 7 year periods, minutes must be retained forever. And, don’t forget, minutes are the official record of what did and did not happen at your association’s meeting. If it isn’t in the minutes, it is like it really didn’t happen. Further, the minutes are an important information resource to members who are unable to attend the meeting and if your association ever becomes involved in some form of litigation, what is recorded in the minutes will be intensely scrutinized by both sides.

Yes, minutes are important. They must be accurate and thorough. It is easy to understand accurate but what constitutes thorough?

Well, first and foremost, meeting minutes are not a transcription of every word that was uttered or every comment that was made during the meeting! One, it isn’t necessary and two, it isn’t appropriate.

What is appropriate is that the minutes properly document what actions were taken by the board of directors at the meeting. Do not include any verbatim discussion or statement made during the meeting except when it is part of an actual motion or resolution. Do not include random comments about who said what and when they said it and in what tone of voice they spoke. If it wasn’t part of a motion or an amendment to a motion, do not include it in the minutes.

And, words count. Be careful when using words like “received” or “approved.” The board approves what is official to the association but it just receives things (such as reports) whenever the board lacks sufficient information to determine that it is the official position of the board. A good rule of thumb is that audit and financial reports, meeting minutes and resolutions are adopted or approved and most other reports, such as a committee report, are simply received.

Okay, so now I understand what doesn’t belong in meeting minutes, but what does belong and is there a proper order?

Well, first, the minutes should follow the meeting agenda. As previously stated, the meeting minutes need to be an accurate and complete record of the actions taken by the board; however, the person recording the minutes has a great deal of latitude and discretion in the manner in which the minutes are actually written.

All meeting minutes should include the following:

1. The association’s name;
2. The date, place and time of the meeting;
3. Whether the meeting is a regular or special meeting;
4. Which board members were at the meeting and which board members were absent;
5. The substance, (i.e. motions and second and outcome of a vote) of the issues or actions taken by the board;
6. A summary of any significant business that was discussed at the meeting even if it was deemed not to require that an official action be taken in the form of a motion, such as when the chairperson obtains the informal consensus of the board on a specific matter;
7. Time that the meeting was adjourned.

Finally, there are a few times when the minutes need to be very explicit. If a board member abstained or dissented in a particular vote, it should be noted in the minutes. Also, if a director has any conflict of interest in any action which is taken by the board, and the director properly discloses the conflict (it is their duty to do so), then it should be noted in the minutes that the conflict was disclosed and whether or not the director abstained from the vote.

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