This article will discuss policies and protocol for taking and retaining board meeting minutes. It will explain what must be included, what can be included, and what should not be included in minutes. Included should be information on who has access to full minutes, where and for how long records should be stored, etc.
Questions to answer:
Who should be taking minutes at Board meetings? Does it always work out that way, or does someone else (like the manager) end up doing it? Why is it the responsibility of the named person – what’s the reasoning?
The Condominium Documents are often unclear on who is the person responsible for taking minutes at a Board meeting. Obviously, in a condominium where the Trustees hold positions such as President, Vice President, Secretary and Treasurer, it would be the Secretary’s responsibility to take the meeting minutes. Often, however, Condominium Boards, especially in smaller condominium communities, do not require that the Trustees hold certain elected positions and the Trustees tend to take on responsibilities based on their own personal strengths. For example, a Trustee who is an accountant may volunteer to keep the financial records of the Condominium, and a very organized Trustee may volunteer to take the meeting minutes. If the property manager attends the board meeting, they may end up taking the meeting minutes.
What should be included in minutes? Actions? Discussions? Comments? Direct quotes?
Massachusetts General Laws do not have a requirement that meeting minutes must be kept, and many Condominiums do not have a requirement for keeping meeting minutes. Whether to keep detailed meeting minutes is a complicated decision that should be weighed by the Condominium Trust. On one hand, keeping detailed meeting minutes provides the Trust a record of what agenda items were discussed and how each board member voted on a particular issue. Meeting minutes allow new board members to get up to speed on pending and past issues and ensure both board members and unit owners have access to the same information which promotes an open and ongoing dialogue and could encourage more people to become involved in the condominium management. On the other hand, all meeting minutes automatically become part of the condominium books and records, which must be made available to unit owners upon request. These meeting minutes could open the Condominium up for litigation against it by a unit owner who is not in agreement with the majority of the board. For example, if a condominium had many unit owners raise an issue of slippery stairs due to insufficient snow removal or slippery conditions in the lobby on a rainy day, and those complaints were logged in the minutes, that could open the condominium up for liability in a future slip and fall lawsuit because it would be evidence showing the condominium had prior notice of unsafe conditions.
What happens after the meeting? What kind of transcription/report should be compiled, and when? When should it be distributed, and to whom?
The meeting minutes may be kept in any form acceptable to the Condominium in Massachusetts. If the Condominium Documents state that the minutes must be kept in a specific format, then those guidelines must be followed. Otherwise, under Mass. law condominium minutes may be kept in any way and may be as detailed or simple as the note taker and Trust desire. The gold standard for keeping meeting minutes is using Roberts Rules, which is a universally accepted way of facilitating discussions and group decision-making and provides guidelines for how minutes should be kept. Distributing the minutes to all of the unit owners is a way of keeping non-trustees engaged and updated as to the management of the Condominium and key issues involving the budget, repairs, disputes among neighbors etc. Transparency is a way to keep unit owners interested and encourages future leaders (ie trustees) to participate in the process. Even if the minutes are not distributed, the meeting minutes must be kept as part of the books and records of the condominium and must be made available to all unit owners upon request.
At what point do the minutes become public documents? Who is allowed to have copies of the minutes, or to read them, and under what circumstances? Is this a matter of law, or of condo docs? Does it matter what state you’re in (different laws in different locales)? What happens if people – for example, people attending the meeting, but who are not board members – read the minutes and decide that they are not accurate?
There is not a universal standard for taking meeting minutes as a matter of Mass. law, though many condominiums choose to follow Roberts Rules, which mandates that meeting minutes should be signed by the President and/or Secretary of the board and then approved by vote at the next board meeting. If the meeting minutes are wholly inaccurate that would obviously be an issue that should be immediately addressed by the board, however, if one unit owner has an issue with the minutes it is ultimately the decision of the Trustees whether to approve the minutes or vote to revise them. The unit owner would have an opportunity to explain why he/she believed that the minutes were inaccurate at the next board meeting before the Trust voted to accept them into the record. Meeting minutes are a part of the Condominium Books and Records and any person entitled to inspect the Books and Records (ie all of the unit owners, possibly a mortgage lender, an interested buyer) is entitled to inspect the minutes. While most board meetings are open to all unit owners, there are times when the Trust needs to go into an executive session, which is private and not open to unit owners. Board members should be especially careful of taking minutes during these sessions, which are often convened in anticipation of litigation and necessary to protect the condominium.
Who retains the copies of the minutes? Does the management company keep them on file? Can / should they be stored on a website so that owners/residents have access to them? How long should minutes be retained ….forever?
Minutes should be retained as part of the books and records of the condominium and it is generally recommended that meeting minutes be kept at least six years (the statute of limitations for contract claims in Massachusetts). We generally recommend that minutes be typed and kept in a three ring binder by year for easy reference. Condominium votes and other records should also be kept in a similar manner. For larger condominiums it may be easier to have the management keep the meeting minutes with the other records of the condominium, and for smaller condominiums, it may be easier to appoint a person to act as a secretary and keep the records in their unit. Organization of the documents is key and will help with a smooth transition when the Trust changes management companies and/or elects a new board.
Do you have any anecdotes about problems you have seen with minutes – for example, maybe a case where the minutes were incomplete or inaccurate and were used in a court battle, or where a board member kept the minutes on his/her own personal computer or files and after retiring from the board, would not or could not give them to the board…?
The most common problem with minutes we encounter are unit owners in large and small buildings feeling disenfranchised because the Trustees do not take any minutes of their meetings and the unit owners do not understand the reasons behind the Condominium making certain decisions. Often we see condominiums where the individuals who are elected as Trustee have been acting as Trustee for a long time with minimal input from the other unit owners. We will encourage unit owners to become more involved in the governance of the condominium by attending the meetings. Another way of balancing the need for more people to become involved in the meeting process with the Condominium’s desire to minimize the content of the meeting minutes to shield itself from future litigation is to create certain committees of non-trustee unit owners who are responsible for focusing on certain areas that need improvement and present their findings to the Trustees at their meetings. This type of participation opens up the governing process and allows unit owners to experience some of the challenges of being a Trustee.