MINUTES OF MEETINGS

By Adrian J. Adams, Esq., Adams & Kessler LLP

Corporations are required to maintain written minutes of board, membership, and committee meetings.

What NOT to Put in Minutes. Minutes should never be a transcript of every statement made by directors and/or attendees. Recording every comment creates potential defamation claims or becomes evidence for other claims against the board and the association.

Open Forum. If you want to include anything from the open forum, you should generally state matters such as: "During open forum, one owner made suggestions about the landscaping around the pool, another owner asked the board to purchase new furniture for the lobby, and two owners complained about a loud party on Saturday night." If an owner expresses his opinion that the maintenance man should be fired, this comment should not be included in the minutes. At best, the minutes might state that "one owner expressed an opinion about personnel matters."

The minutes can also reflect responses by the board such as, the board asked the first owner to join the landscaping committee, the board declined to purchase new furniture since the furniture is only a year old, the board said it would contact the owner who had the party, and the board would review personnel issues.

What Should be in Minutes. As a rule of thumb, minutes should record what was done at a meeting, not what was said. Following is a list of essential information that should be found in every set of minutes:

1.         The type of meeting (regular, special, emergency, executive session);

2.         Date, time and location of meeting;

3.         Directors who were present and who was absent, along with their titles (President, Treasurer, etc.). The minutes should also list guests who were invited to speak to the board, such as representatives of the management company (by name), the association's CPA, contractors bidding on projects, the association's attorney, etc. It is not necessary to list members who attended the meeting;

4.         Motions and how each person voted, including abstentions;

5.         General description of matters discussed in executive session;

6.         Date for the next meeting; and

7.         Time the meeting was adjourned.

Adrian J. Adams, Esq., is a Managing Partner of the law firm of Adams & Kessler LLP