November 2023
Board meeting minutes are a record of actions of the Board. They are the only recognized and official record of a board’s decisions and actions, and one of the most important documents for condominium corporations.
Meeting minutes are a permanent record of corporation business – that is, a record of all actions taken at a meeting. Without meeting minutes, it is as if a condo board meeting never took place. There is no record of what was said, by whom or what decisions were made. Decisions or actions taken by the board can be questioned by any owner or resident who wishes to do so. A board would have no way to defend itself in court should this become necessary.
Meeting minutes are generally brief and to the point when recording all board votes and decisions made at the meeting. They are not prepared as verbatim record of discussions. Details or background information is considered by some as inappropriate for inclusion. Officially, anything not mentioned in meeting minutes did not occur.
Meeting minutes should not be confused with “in camera minutes”; “In camera” refers to sessions where a portion of a meeting is not for disclosure. This may include legal matters, or information on individual owners or employees, that should not be disclosed.
It is not uncommon for boards and owners to treat meeting minutes as a newsletter
It is not uncommon for boards and owners to treat meeting minutes as a newsletter. They are a legal record of decisions made by the board without commentary as to discussions or reasoning prior to votes. Some boards choose to include details on discussions, opinions and other non-decisions. In the event of litigation, meeting minutes with these details are a desirable resource.
Many board discussions do not result in an immediate decision. Until a decision has been made, this information does not need to appear in the minutes. It falls under the designation of Unfinished Business until such time as a decision has been made.
Any owner, purchaser or mortgagee of a unit can request access to meeting minutes. Keeping them simple and unbiased helps maintain the integrity of board decisions and the corporation. Providing a newsletter with information to be shared with owners is a more effective and safer way to communicate. Anything provided in a newsletter that may misquote or misinterpret cannot be used against the board in same way as meeting minutes.
