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What should be included in HOA board minutes?

By Michael Hunter
Michael Hunter
Charlotte attorney Michael Hunter focuses on community and condominium association law for the firm of Horack Talley. E-mail questions.

EDITOR’S NOTE: This week’s column is answered by Jim Slaughter, an attorney with Rossabi Black Slaughter, P.A. Slaughter is a certified professional parliamentarian and a professional registered parliamentarian; www.jimslaughter.com.

Q. What should be included in the minutes of a board meeting? Does every item on the agenda have to be addressed in the minutes?

A. Adopted minutes are the official record of actions taken at a meeting. For this reason, well-written minutes can be invaluable. In the event of a dispute, minutes are the best proof of the precise wording of a motion or whether a proposal was adopted by the board.

The governing documents for homeowners’ associations (HOA) and condominiums generally don’t address what must be in minutes. And the laws that govern community associations (the Planned Community Act, the Condominium Act, and the North Carolina Nonprofit Corporation Act) give little guidance.

State law does require that membership and board meetings of HOAs and condos must be conducted “in accordance with the most recent edition of Robert’s Rules of Order Newly Revised.”

The 11th edition of Robert’s was published in 2011 and gives excellent advice on minutes. The short version is this: Minutes are a record of what was done at a meeting, not what was said. There is no need to summarize debate. Once a meeting ends, we really don’t care what members said. We don’t even need to know how each member felt about a specific motion. What we need is the exact wording of each proposal and whether it was adopted or rejected.

According to Robert’s, minutes generally include:

• A first paragraph stating the type of meeting, the name of the organization, the date, time and location of the meeting, whether the president and secretary were present (some groups list all members present), and whether the prior minutes were read and approved.

• A separate paragraph for each main motion/proposal, including final wording and disposition.

• A final paragraph that states the time of adjournment.

Following this format, minutes tend to be pretty short. As I note in my book, “The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track,” the minutes of a two-hour meeting may fit on a single page.

Can a board include other information in its minutes? Absolutely. Just recognize that a word-by-word re-enactment of a meeting really isn’t minutes. Minutes are supposed to be a short, to-the-point account of business transacted so that readers can quickly determine what was done.

If you follow the Robert’s pattern for minutes, recognize that not every item on the agenda may be addressed in the minutes. If a board agenda includes a listing of “pool maintenance,” but no action is needed and no motion is proposed, there would be nothing to include in the minutes. If a sentence is included about the subject being addressed, that’s fine, but it’s not necessary.

The ultimate decision maker of what should be in minutes is the board. Draft minutes don’t become official minutes until voted on or amended by the board members at the next board meeting.

If you are the keeper of the minutes, here are two suggestions. Minutes are fairly formulaic. For a specific organization, the minutes will look pretty similar from meeting to meeting. You can prepare a template that you can use to record the minutes, which will save time.

In fact, why wait until the meeting to prepare the minutes? Skeletal minutes may be prepared in advance based on the agenda. Go ahead and fill out all the information in the minutes in advance, and then at the meeting simply note what happens to each motion and add any unexpected items.

I’ve seen secretaries use this technique to complete the minutes of a meeting within seconds of the meeting ending.

Charlotte attorney Michael Hunter represents community and condominium associations for the firm of Horack Talley. Email questions to home@charlotteobserver.com. Not every question receives a reply. Find his blog at www.CarolinaCommonElements.com.

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