Meeting minutes are one of the most important of all corporate documents. Nonetheless, more often than not Minutes fail to properly record Board action, or they refer to matters that are a detriment to the Association. When it comes to Minutes, to borrow a phrase from Ludwig Mies van der Rohe, “Less is more”!
What to Include
Minutes should describe the meeting (e.g., “Minutes of April 1, 2004 Meeting of Board of Managers of ABC Corporation”), identify which Board members are present/absent, identify management representatives and/or any guest speakers that are present, and indicate that a quorum of the Board is present. Minutes should reflect the time that the meeting is called to order and adjourned. If a Board member arrives late, or leaves early, the Minutes should note this and the specific time. And the Minutes should be signed by the Secretary and indicate that they have been approved by the Board.
Minutes must accurately record matters considered and action taken by the Board on agenda items (i.e., the outcome of the vote on motions). For example, “Motion to approve the proposed lighting maintenance contract with XYZ Lighting, dated July 4, 2004, made by John Smith, seconded by Jane Jones. Vote Taken: 4 In Favor, 1 Opposed, Motion Passes.” Recording how individual Board members voted is not generally required. It is helpful to organize the Minutes to mirror the agenda.
A question comes up from time to time regarding motions on issues, like owner rules violations, that were discussed by the Board during executive session. Votes on matters discussed in executive session must take place at a meeting of the Board open to any owner. The issue is whether the Minutes need to include the unit number or identify the owners in these motions?
The law is not crystal clear on this. The conservative approach is to list the unit numbers/owner names in the motions made by the Board when referring to unit owner rules violations and when levying fines. The reason is that if the fine is challenged in court, the Board should have a clear, detailed, corporate record of its actions, and as to what unit and owner is involved. The Minutes are where this record is memorialized.
That said, there may be “privacy” or similar reasons why Board members do not want to list a unit number or identify an owner by name. There is an alternative approach that many associations use in this situation. That is, many associations will keep a log of matters, discussed in executive session. The log is kept separate and apart from the Minutes. For example, the log might state:
“March 1, 2017 Executive Session Item 1: Unit 999/Owner Smith rules violation.”
“March 1, 2017 Executive Session Item 2: Unit 123/Owner Jones rules violation.”
Then, rather than referring to a unit number or owner by name, the Minutes could refer to the executive session log item number. Here is an example: “Motion regarding March 1, 2017 Executive Session Item 1 to find that the violation set forth in the January 6, 2017 notice of violation did occur and to levy a fine in the amount of $100.00.”
The log book must be maintained for as long as the meeting Minutes are maintained in case it is ever needed to be referenced. This approach has not been tested in an Illinois appellate court.
What to Exclude
As important as what should be in Minutes is what should not be in the Minutes. The Minutes are not a transcript of a meeting, and they should not include the comments of Board members or owners. If the Board is so inclined, the Minutes could refer generally to a “unit owner forum” or a topic discussed by the Board, without further detail as to the substance of the comments/discussion.
Minutes that are too extensive may include incorrect information or statements from unqualified persons that could be used against the Association in litigation. For example, it is generally not a good idea to include the comment of an owner that “the roof needs to be replaced,” or “Mrs. Kravitz’ tripped over the crack in the sidewalk for the second time in a year. When is the sidewalk going to be repaired?” That is, unless you want to make it easy for someone to prove that the Board had notice of a condition that later causes injury.
And the Minutes should not recite or summarize the privileged advice of Association counsel; unless you want to waive the privilege (not a good idea). That said, we are not suggesting that the Board not keep owners informed. That is the role of a newsletter.
With a little thought, Board meeting Minutes will create an accurate record of Board action without resembling a novel or exposing the Association to liability.
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