Both the Oregon Planned Community Act and the Oregon Condominium Act require associations to maintain books and records. ORS 94.670; ORS 100.480. Board meeting minutes are a public/legal record of board action. Meeting minutes should accurately and succinctly reflect the actions taken by the board.
In general, meeting minutes should include: 1) the date, time, and place of the current meeting and the date, time, and place of the next scheduled meeting; 2) which board members were present; 3) whether a quorum was present; 4) any motions made and seconded; 5) votes taken; and 6) general meeting procedures. The vote of each board member, including abstentions, should be recorded in the minutes.
In some instances it may be appropriate to include a specific comment in the meeting minutes at the request of a board member.
For example, it may be appropriate to include a comment where a board member believes the board is acting contrary to the advice of counsel or another professional and requests that his or her comment be included in the minutes.
Limiting the meeting minutes is important not only for brevity’s sake, but also to protect the association and the board. Both the Oregon Planned Community Act and the Oregon Condominium Act require that all records of an association be available for examination at the request of a unit owner. ORS 94.670; ORS 100.480. If there is information included in the meeting minutes regarding a particular owner, it may injure the association and the board in the event of a lawsuit.
Since meeting minutes are discoverable in litigation, including information about litigation strategies, fee arrangements, and other pertinent information regarding a case may have a negative impact. For example, detailing legal advice or litigation strategies in meeting minutes could constitute a waiver of the attorney/client privilege. Waiving this privilege by voluntary disclosure of privileged information may also constitute a waiver of the privilege with respect to all communications on that specific subject matter or area of law.
In addition, because meeting minutes are discoverable in litigation, board meetings should not be recorded in any fashion. However, if a board member insists on recording the meeting to accurately create the minutes, all recordings should either be erased or discarded once the minutes are drafted.
In conclusion, the board meeting minutes are a record of the actions that were taken at a board meeting. Therefore, it is the responsibility of an owner to attend the board meeting if they wish to have a comprehensive account of the meeting. If the board feels that more owners should be informed of the business that the board is conducting on behalf of the association, then a more appropriate forum may be a community newsletter or information posted on a community website.
Gregory B. Coxey
Attorney at Law