Ever been to a community association meeting where it takes a half hour (or more) to address the form of the minutes from the previous meeting? I’ve seen reasonable people debate, argue and become animated over the content of meeting minutes. Criticisms such as “that’s not what I said” or “you only included a portion of what I said” are common. These discussions create tension that could easily be avoided. Community leaders asked the following question:
Question:What should be in our minutes? We have entire conversations and “thank yous” to everyone, added in each month.
The content of the minutes is somewhat stylistic. The minutes must include the date, time (when called to order) and place of the meeting. Minutes of a board meeting must include the names of the board members that participated (in person or by teleconference). The minutes must include all motions and how each director voted (or abstained from voting) on each motion. It is a good idea to attach the notice of the meeting to the minutes and, if an affidavit of mailing/delivery is required, go ahead and attach that document as well. That way all the documents relevant to noticing the meeting and a record of all actions taken at that meeting are in the same place (the minute book).
While some provisions (i.e. recall procedures) require specific findings in the minutes, as a general matter the minutes are merely a record of all the actions taken at meeting of the general membership, a committee or of the Board.
Minutes of a general membership meeting should reflect the number of members participating, whether in person or by proxy and describe notice of the meeting. Again, if an affidavit is required, its a good idea to attach that document to the minutes. The administrative rules require a record of certain votes in the minutes. For example, Rule 61B-22.006(7) of the Florida Administrative Code requires the minutes of the association to reflect the actual number of votes cast by the membership to waive the requirement for audited, reviewed or compiled financial statements and specify the type of financial statement to be prepared as a substitute.
Here is an excerpt of a piece I wrote for a magazine several years ago:
Perhaps Sgt. Joe Friday from Televisionâ€™s Dragnet said it best when he requested â€œJust the facts, Maâ€™amâ€. In my opinion there are too many opportunities to editorialize when summaries of statements made by the members are included in the minutes. Unless the Secretary (or other person that prepares the minutes) has made a video or audiotape of the meeting, attributing specific comments to specific individuals may provide yet another source of controversy within an Association and the comments rarely help (but often hurt) the Association in the future if the same issues are addressed repeatedly without affirmative action on the part of the Board. Owners often argue that completely accurate statements appear out of context in the minutes and are therefore misleading, not accurately conveying the issue or position of the member on an issue. Creating an actual transcript of the meeting is overly cumbersome and unnecessary.