Do Opinions Belong In Meeting Minutes?
Many people ask the question, “What is the responsibility of the meeting recorder or secretary to record the homeowner concerns, comments, recommendations, etc. into the meeting minutes?”
The answer is simple. Nothing that the homeowner says should be placed into the Board Meeting Minutes. In fact, no comments from the Board members are placed into the Board Meeting Minutes either!
Parliamentary Procedure — Not a Gossip Column
In accordance with Roberts Rules of Order Parliamentary Procedure, which is the foremost authority of meeting procedures, minutes should contain only the actions (votes) of the Board, and not what was said.
Remember, minutes are the official record of the corporation (your association); it is not a gossip column or an opinion section of the newspaper.
Minutes should only reflect the agenda topic, substantiating information if necessary, and the vote. An example of substantiating information would be “board is tenting 3 buildings due to active termite swarming.”
When Opinions DO Count
Board members are bound by their Fiduciary duty to rely on experts to provide them with facts. Experts, like the roofer, plumber, building contractors, etc., must carry the proper insurance to protect themselves, and the association, if their recommendation(s) are faulty. That is what differentiates a “personal opinion,” and an “expert opinion.”
If It Really Matters, Get It on the Agenda
If a member has an issue that rises to the point of needing to be entered into the minutes, that member should be instructed to place their concerns in writing, request the item be placed into the board packet, added to the next month’s agenda, and for the item to be reviewed by the Board at the next meeting. Depending on the topic, the agenda item could be heard in Open session or Executive session.
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Help
Is the mgmt company allowed to do the minutes and if so can they do a summary?
Also, can Board members choose among themselves what Board position they will take or does it have to be decided before votes are taken? Also, can Board members use (only) proxies to get and/or stay on Board. Is that legal? Finally, can a Board member stay on the Board permanently?
Thx,
Rina
Hi Rina:
Management Company as Meeting Recorder:
Sure the management company can take the minutes, however, if the manager is engaged with the board members in discussion, it can be difficult to take the minutes. It is common for managers, or their assistant, to take the meeting minutes.
Board Positions:
Board positions are usually voted on by the newly elected board members, following the annual election. It is called an “organizational meeting.” The minutes are required, and it is considered an OPEN meeting.
If a board member resigns, the board can usually select a replacement to the board, for the term of that member who resigned. Check your association bylaws to be sure that is permitted.
PROXIES:
Depending on your state laws, and your governing documents, proxies may or may not be permitted. You need to review A) your association governing documents, and B) the statutes that governing common interest developments (CIDs) in your state.