An association is required to keep minutes of its regular and special board of director’s meetings, as well as owners’ meetings. The minutes are the official business records of the Association.
Notably, a gathering is considered a “meeting” when the board is conducting association business which requires a vote of the board. All board votes must therefore be included in the minutes of board meetings. A frequent area of discussion is how much information should be included in the minutes, whether the minutes contain sufficient detail and whether the recording secretary should note every item of business discussed at the meeting.
The purpose of keeping good minutes is to preserve a permanent summary of all of the action(s) taken at the meetings of the directors and/or the members. The association speaks through its records, and the minutes are a definitive part of that record.
The secretary or recorder of the proceedings should take careful notes of all discussions that take place and all action taken, so that the minutes will ultimately constitute an accurate and full report of the proceedings. Notes should be recorded in clear and concise language and should be complete and accurate. All matters of importance should be noted, simply and unambiguously.
Later, the notes will be shortened and transcribed into a brief summary of the proceedings for actual minutes themselves.
Section II of the New Hampshire Condo Act Statue Outlines Meeting Procedures for Associations:
Complete minutes are also important tools in keeping rules and regulations up to date. In our opinion, the board or the rules committee should update the rules and regulations on an annual basis, by reviewing the previous year’s minutes and accompanying resolutions in order to incorporate all of the new or revised policies into the operating documents.
Finally, with regard to approval of the minutes, a “Draft” copy should be sent to each director in advance of the following meeting in order that they may be reviewed before the meeting. It is recommended that a motion be made to waive the reading of the minutes and that any corrections or additions be made of record followed by the preparation of a statement of corrections to be incorporated into the corporate records of the association.
Any director who has dissented on any item of business from a prior meeting should carefully examine the minutes in order to note that his dissent was noted. Otherwise, a mere summary of the business and transactions of the association should be adequate for reflecting the board’s business. A motion should then be adopted to approve the minutes as corrected (if applicable) or approved as read, and the minutes should then be adopted.
A common question is whether minutes should be taken of closed sessions. Since the general rule is that all meetings of the board should be open to the members and the exception is to allow closed sessions to discuss confidential or legally sensitive matters, it is best practice that no minutes be taken of executive or closed sessions. A Board should discuss this with their attorney to adopt a policy as to minutes of executive sessions.
By following this procedure, the board can (1) reduce the length of its meetings, (2) limit its liability, and (3) maintain a permanent record of proceedings to guide future boards.
For the full recommended procedures, please download: