Keep Good Meeting Minutes and Keep Your Board Out of Trouble

Incorrectly-kept minutes from your Community Association board meetings could have serious legal ramifications. They can lead to legal action for defamation, or even nullify actions taken by the Board during that meeting. So what should or shouldn't be included in your Board's meeting minutes? Keep the following tips in mind when asking yourself this question and prior to the next board meeting.

(1) Record all ACTIONS taken at a meeting. Remember, the purpose of meeting minutes is to preserve an accurate and objective record of business that was conducted. Be sure to include business motions proposed as well as those that passed.

(2) Record what was DONE at the meeting, and NOT what was SAID. Minutes should be as concise as possible. Include dialogue that is necessary to understand the action taken, but it is not necessary to include entire debates on a topic. Keep in mind that discussions memorialized by the minutes can become a tool against the Association in litigation. Keep it short and simple.

(3) Don't include privileged conversations. This one is a no-brainer. If the Association is sued, the meeting minutes can be used as an evidentiary record by the opposing counsel. If privileged information is included in that record, this effectively destroys the Association's confidentiality rights regarding that privileged information. Typically, this scenario might occur with talks to the Association's attorney, or in executive sessions held by the Board. Reporting these conversations compromises the very premise for having private proceedings, which is to freely discuss topics of a sensitive nature without fear of public scrutiny or reprisal.

(4) Leave Opinions out. Unless a particular board member is an expert regarding the topic about which she speaks, it is inappropriate to include opinions in the meeting minutes and opens up the possibility for liability against the Association.

(5) Don't exclude details about actions taken. (See #1 and #2 above). Remember to include pertinent details about actions taken by the board so that the record is an accurate reflection of the "why, what, when, where, and how" of that particular action.

(6) Include necessary details about the meeting. These might include: type of meeting, time and place of meeting, people in attendance, no. of voting members present, nature of reports given, motions proposed, record of the voting, motions passed, and postponed actions.

(7) Have your Association's Attorney review the minutes before finalizing them. An attorney can spot troubling references and can warn the Board to edit out certain entries that could pose difficulties later. Although it may cost a little bit in the short-term, the long-term benefit realized by the Association will more than justify the expenditure if the Association is ever subject to litigation.

*special thanks to Vendome Group, LLC for excerpts used in the above article