The topic of meeting minutes is one that often brings up groans in the office. This is typically for two reasons: (1) the association has never taken minutes; or (2) the minutes are overly detailed and thorough. Both problems are detrimental to associations.
In the first instance, the association with no minutes has not been complying with Oregon law. This association would also have no record of actions taken by the board. In the second instance, the association with overly detailed minutes can open itself up to liability because the minutes are discoverable in litigation, even when information about litigation strategies, fee arrangements, and other very important case information may be in them. In fact, if an association is in litigation, too much information regarding the litigation strategy in the minutes may waive the attorney/client privilege.
Often during presentations, board members will ask me: “What needs to be in the meeting minutes?” A great resource, and the procedure most associations should use when running a meeting, is Robert’s Rules of Order. One section outlines the content to be included in meeting minutes. Generally the following information should be included:
- The date, time, place, and kind of the meeting (board, annual, special or adjourned); the date, time, and place of the next scheduled meeting; and the name of the Association;
- Which board members (or association members, for an owners meeting) were present;
- Whether a quorum was present;
- Whether previous minutes were approved;
- Any motions made and seconded;
- Votes taken;
- How board members voted (remember to include abstentions from voting); and
- General meeting procedures (including points of order, appeals and when the meeting was adjourned).
For more specifics, please see Roberts Rules of Order. Also, here is a link to a template to meeting minutes. One note of use from Roberts Rules of Order is that while the name of a guest speaker may be noted, his or her remarks should not be noted.
I also hear the question: “what about recording meetings.” It is never recommended to record a meeting. This is because the record would also be discoverable in litigation. If a board member needs a recording to accurately re-create meeting minutes, the tape should be immediately erased or discarded once the minutes are drafted.
Finally, meeting minutes should be brief because they are only meant to be a brief record of the actions taken a meeting. An owner may complain that the meeting minutes do not give enough information, but as an owner, it is important that they attend the meetings if they wish to know what occurred outside the actions. Remember, minutes should be brief, and as our firm always says, “they’re called minutes, not hours, for a reason.”