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HOA Board of Directors Meeting Minutes – Part 1 of 2

The board meeting minutes are a written record of the board meeting of the homeowner association board of directors. Meeting minutes are essentially the formal summary of what transpired during a board of directors meeting. Meeting minutes are typically recorded and maintained by the board secretary. The board secretary is the designated custodian of the board meeting minutes and all homeowner association records. Minutes must be taken at all board of directors’ meetings.

One of the most important aspects of the meeting minutes is the noting of decisions or actions taken by the board of directors. Another important aspect of the board meeting minutes is they provide a public, or at least public to homeowner association members, a record of decisions taken by the board of directors. They provide a written record for homeowner association members unable to attend board of directors’ meetings, and possibly most importantly a written record for future reference.

A very common misconception is that meeting minutes are supposed to be a very detailed in-depth record of all aspects of the board of directors meeting. Some even believe the meeting minutes should be a word-for-word transcription of everything that is discussed. A word-for-word transcription like what would be compiled in a courtroom. First, meeting minutes are not, and should not be anything close to a word-for-word transcription of the meeting. Minutes should only record what was accomplished and not every detail of the meeting’s discussion. In addition, there is also perfunctory data that needs to be included in meeting meetings such as location, date, members in attendance, etcetera. However, when it comes to the substance of the meeting minutes, one should never attempt to overly record the discussion that led to the board of directors’ decision or decisions. Generally speaking, meeting minutes should at most be able to fit on one or possibly two typed pages.

Meeting minutes are to be compiled for the board of directors’ meetings and homeowner association annual meetings. Meeting minutes should be recorded for committee meetings. In addition, meeting minutes should be recorded for a special board of directors’ meetings as would be taken with a regular board meeting. Membership meetings where a membership quorum is established to discuss homeowner association business, meeting minutes need to be recorded. Hearings before the board of directors for a member’s violation of the covenants, conditions, and restrictions, would require minutes to be recorded. It is common for violation hearings to be held within a board of directors meeting, with the hearings noted in the regular board of directors meeting minutes. Ideally, separate, and free-standing minutes should be recorded for covenant violation hearings.

The process of compiling meeting minutes can be broken into five parts: Premeeting, Recording, Transcribing, Publishing, Filing.

Premeeting

Fortunately, most homeowner association meetings have to be scheduled in advance, which allows for minute taking to be more efficient and effective. Per Robert’s Rules of Order Newly Revised 12th Edition: “The secretary should always have at every meeting a memorandum of the order of business (Agenda) for the use of the presiding officer, showing everything that is to come before the meeting.” In practice, most homeowner association board presidents and secretaries collaborate on compiling the meeting’s agenda. There are homeowner association governing documents that have prescribed agendas that are to be used. No matter who or how an agenda is compiled, the agenda should be completed well in advance of the meeting. The agenda will serve as the outline for the meeting minutes. The agenda will have information that will need to be within the meeting minutes, e.g., meeting location, date, etc.

Recording

Individual homeowner associations may have required minutes recording procedures or possibly traditional minutes recording formats, nonetheless most all meeting minutes follow the same format outlined below.

Because it can be difficult to keep accurate notes for comprising meeting minutes during a fluid or fast-paced board of directors meeting these tips may assist in this process:

  • Instead of noting a board member’s full name, use their initials. This tip will aid greatly in taking notes during a board meeting.
  • Use acronyms or abbreviations for other commonly used words when taking notes. For example, “JW M to restripe CH parking lot. BS 2nd M. V U.” Meaning “M” for motion, “CH” for the clubhouse, “V” for the vote, and “U” for unanimous. Whereas “JW” and “BS” are the board member’s initials who made and seconded the motion.
  • Instead of writing complete sentences, use short choppy sentences or sentence fragments that convey the point. For example, “landscape cut oak wk of June 30” for “Green Machine Landscaping to remove the dead oak tree the week of June 30.”
  • Probably the best tip for taking meeting minutes is the ability of the secretary to ask for clarification from others while recording notes. The board secretary can ask the other board members to repeat their motions or clarify other points during the meeting.

What needs to be recorded on the written meeting minutes:

  1. Homeowner association name.
  2. Type of meeting, e.g., board of directors, annual, special,
  3. Date of meeting.
  4. Time the meeting began or call to order.
  5. Location or address of the meeting.
  6. Note a quorum was present.
  7. The names of the board members and their offices who were present, and who was not present.
  8. The names of committee members present.
  9. The names of guests who spoke or addressed the board of directors.
  10. Prior meeting minutes approval of, or approval with amendments made to. Note the amendments to prior meeting minutes.
  11. Name of the board member who made the motion.
  12. Name of the board member who seconded the motion.
  13. Exact wording of adapted motions. (Very important. If a motion is ambiguous or could lead to misinterpretation at a later date, it is the responsibility of the presiding officer or secretary to make certain a motion is clear for the meeting minutes.)
  14. By a vote of the board members was the motion adopted or not.
  15. If a vote did not receive unanimous support, names of the dissenting board members should be noted.
  16. Failed or withdrawn motions should be noted. (Failed being motions that did not receive a second to be put up for a vote of the board of directors. Withdrawn being a board member who made the original motion withdrawing the motion from consideration or a vote of the board of directors.)
  17. The board member’s name who made the failed or withdrawn motion.
  18. Committee reports given or submitted, along with the name of the board member or committee member who gave or submitted the report.
  19. The date, time, and location of the next board of directors meeting if determined.
  20. Time of adjournment.

Attachments to the Meeting Minutes

  • Documents that are distributed at the board meeting and were the basis of decisions or actions of the board of directors, such as a vendor contract that was voted on, or a maintenance proposal that was voted on should be attached to the official minutes. However, if these documents are maintained in the association’s files and can be produced for review, that may be acceptable. There can be individual state statutes regarding the retention of such records that would need to the consulted.
  • Board of directors’ resolutions originating from the board meeting should be attached to the meeting minutes.

Additionally

  • Prior meeting minutes do not have to be voted on to be approved. While it is acceptable for a motion to be made and vote on approving the prior meeting minutes, this is not necessary. Minutes can simply be “approved as read” or “approved as amended.”
  • Written committee reports can be attached to the minutes; this is especially prudent when the committee report is referred to within the meeting minutes.
  • If a homeowner association member addresses the board, the member’s name and discussion topic can be noted in meeting minutes. However, putting the member’s spoken statements or written statements into the minutes would typically not be appropriate for the homeowner association’s permanent records.

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Legal Disclaimer: This blog is presented solely for entertainment and educational purposes. The blog’s author is not an attorney nor offering legal advice. The blog’s author and publisher are not offering or presenting this work as legal or any professional services advice or guidance. State statutes regarding homeowner associations can vary from one state to another, so state statutes will need to be reviewed and may conflict with the material found within this blog. Every homeowner association is different, and the advice and strategies contained herein may not be suitable for every situation. The reader should always seek the services of a competent and experienced homeowner association attorney who specializes in homeowner association law.

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