Publications
Recommended Procedure for Keeping Minutes
Published May 5, 2001 as
Minutes of board meetings required
In Illinois, condominium associations are deemed to have all of the powers of a not-for-profit corporation, whether or not they are actually incorporated, [765 ILCS 605/18.2] while most of the other types of communities are incorporated as not-for-profit corporations (or at least should be!).
In every instance, an association is required to keep minutes of its regular and special board of director’s meetings, as well as owners’ meetings. The law considers a gathering 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 record 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 constitute an accurate and full report of the proceedings. Notes should be recorded in clear and concise language; complete and accurate. All matters of importance should be noted, simply and unambiguously. Later, the notes will be transcribed into a summary of the proceedings.
The following guidelines illustrate what should be included in the minutes:
1. The president should prepare a written agenda for the meeting. This allows everyone in attendance to follow the matters at hand and also allows the recording secretary to note in advance each item of business to be discussed. Each discussion should then be summarized, illustrating the key points. Occasionally a comment may be inserted which may explain a statement made or a decision arrived at, but it should be short and to the point.
2. Arguments on particular questions and discussions that take place should not be included in the minutes unless a member of the board specifically requests that his/her view be made a matter of record.
3. Sometimes written resolutions should be drafted in advance by legal counsel in order to clarify complex subjects or where they involve legal technicalities.
4. It is not necessary that the names of those voting for or against a routine proposition be recorded unless a request is made to record the names of the dissenting voters. Only in matters of great importance should the names of the proposers and seconders of the motion and the names of those voting in favor or contrary to the resolution be recorded (unless, of course, there is a motion made and passed for a “roll call vote”).
5. It is also important to note any director who is personally or financially interested in a particular transaction and did not vote as a result of a conflict of interest or is not present.
6. If no formal vote is taken, it is sufficient to note in the minutes that "it was the consensus that" or "each director present expressed his approval of" or that "doubt was expressed as to," followed by a statement of facts.
Complete minutes are also important tools in keeping rules and regulations up to date. In my 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 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 in 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.
Another 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 my recommendation that no minutes be taken of executive or closed sessions.
In an Illinois case, Wilstein, et al. v. San Tropai, et al, the Illinois Appellate Court held that minutes of executive sessions are discoverable. Since the subject of the meeting is presumably confidential, the minutes of such a meeting could be very damaging. Thus, if there are no minutes, the issue is moot.
In conclusion, the minutes of the association are the permanent record of all corporate transactions and business. They should reflect the specific motions and resolutions that have been adopted and a summary of any significant discussion. However, minutes should not be a verbatim record.
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.