What Should Be Contained In Board Meeting Minutes?

As an owner, have you ever requested to review your association’s board of director (“Board”) meeting minutes, only to find a mini version of War and Peace to go through?  As a board member, have you ever received Board meeting minutes to review and approve and thought to yourself “Is that what the owner in the audience said?  I don’t remember the other audience member saying that…..”?

What should be included in Board meeting minutes?  The law only requires that Board meeting minutes must indication the vote or abstention of every Board member in attendance on each voted on item.  Minutes should not be a word by word transcription of everything said by everyone at a Board meeting.

Board meeting minutes should be succinct but with enough information to determine exactly what transpired at the meeting.  The minutes should reflect the date, time and location of the meeting; when it was called to order; who made a motion; who seconded the motion; and how each Board member voted on the motion.  If the vote was unanimous, stating that in the minutes will suffice.  You can also add introductory or explanatory phrases such as “The Board heard presentations from company A, B and C in regard to painting and waterproofing of the building.  A discussion ensued”.  Following would be “Bill Smith made a motion, seconded by July Jones, to approve company B for the painting and waterproofing of the building, subject to the association attorney reviewing the contract.”

Including a word for word description of the Board’s discussions, owner comments, questions, etc., in my experience, is much more frequently used against the Board and the association in litigation that in assisting the Board in any way.

Finally, please be aware that the law regarding retention of minutes was changed last year.  Associations are now required to keep association minutes permanently, as opposed to the previous requirement of seven (7) years.

 

Howard J. Perl, Esq.

Shareholder, Becker
Fort Lauderdale | bio