MEETING MINUTES

The primary duty of the secretary is to prepare minutes of the board's meetings and membership meetings. The secretary may prepare the minutes directly or oversee their preparation by a recording secretary and sign them.

Taping the Meeting. With the board's permission, the secretary may tape record open board meetings to assist in the preparation of minutes. Once the minutes have been approved by the board, the tapes should be erased. 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. Because of the sensitive nature of subjects dealt with in executive session (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 never be a transcript of every statement made by directors and attendees. Recording every comment creates potential defamation claims or becomes evidence for other claims against the board and the association. Minutes should reflect decisions and reasons for those decisions, not conversation.

What to Include. As a rule of thumb, minutes should record what was done at a meeting, not what was said. Following is a list of essential information that should be found in every set of minutes:

1. The type of meeting (regular, special, emergency, executive session);

2. Date, time and location of meeting;

3. Directors who were present and who was absent, along with their titles (President, Treasurer, etc.). The minutes should also list guests who were invited to speak to the board, such as representatives of the management company (by name), the association's CPA, contractors bidding on projects, the association's attorney, etc. It is not necessary to list members who attended the meeting;

4. Motions and the outcome of votes;

5. General description of matters discussed in executive session;

6. Date for the next meeting; and

7. Time the meeting was adjourned.

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 first obtaining board approval.

Storing Minutes. Minutes should be readily accessible for membership review. Minutes are the corporate records of the association.

Updated by ADAMS KESSLER 8/3/2008