Just A Minute – Not Too Long, Not Too Short,
February 2020 | By: Michelle P. Quinn, Esq. | GDB 2020 Winter Newsletter
How Goldilocks Likes Her Board Minutes
When it comes to the content of the minutes of a Board of Directors or Board of Managers meeting, how much detail is “just right”?
Holding regular meetings is one of the most important functions of a cooperative or condominium board. It is where building policy is formed, business decisions are made, and community affairs are managed. Because of the gravity of the discussions and decisions at these meetings, it is important to have an accurate record. That is why taking thorough meeting minutes is crucial for boards focused on efficient management.
Meeting minutes are some of the most important documents for cooperative and condominium buildings and are required by the building’s governing documents and by statute. Though not required to do so, most cooperatives and condominiums permit shareholders, owners, and prospective owners to review them, and they are frequently used in litigation. Having reviewed the minutes of hundreds of buildings, GDB attorneys know that the content of those minutes is key.
There is both a method and an art to taking accurate and appropriate meeting minutes. The spectrum of the note-taking habits of a board’s secretary (who is generally charged with taking and maintaining meeting minutes) ranges from those who take cursory notes to those who attempt to take a verbatim account. The devil may well be in the details, so the fewer details recorded, the better.
While minutes must be documented, there are no precise regulations for their preparation. The minutes should be a clear and concise summary of any significant discussions that take place and an account of all actions taken at the meeting, including specific motions and resolutions adopted. Minutes20 should reflect who was in attendance and who was absent, the date, and the start and end time of the meeting. All board votes must be included. However, minutes should not be a transcript of everything that occurred, as they could later be used in litigation against the building. Openness is recommended, but too much information could be harmful.
With the increasing amount of litigation in our society, boards have become somewhat conservative in their approach to recording minutes. The taking of quick, accurate, and succinct minutes is paramount. Anything discussed in a meeting that has to do with pending litigation should be left off the record (to avoid even more litigation). Personnel, arrears, and owner issues are particularly sensitive and should be recorded vaguely enough so as not to potentially slander the individual.
Some experts say a good rule of thumb in minute-taking is to assume that everything recorded could be used in court. Getting it “just right” can be accomplished by closely following the meeting’s agenda. That way, minutes should be beyond reproach in the material they cover. Ultimately, the board must carefully review and then approve the meeting minutes as prepared, typically done at the next meeting. Even drafts of the minutes could be used in litigation.
Not only do interested owners review meeting minutes, savvy potential buyers often request to review them to assess the financial health of the building, to learn of upcoming major projects, or find out if there are pre-existing problems in the apartment being considered for purchase. Too much detail may unnecessarily raise red flags and deter prospective purchasers.
By following these suggestions, boards can shorten the duration of their meetings, reduce their exposure to liability, and properly maintain a permanent record of building business and proceedings to guide future boards and inform the ownership. Based on our experience as general and litigation counsel for owners and boards alike, GDB attorneys can assist with determining the suitable content of minutes. There is a reason they are called “minutes” and not “hours.” Remember, there is beauty in brevity.