What Makes for a Good Set of Meeting Minutes?

Incorrectly kept minutes can get a board in trouble. They can invalidate proper board actions, lead to claims for defamation or support claims for breach of fiduciary duty. So how should minutes be taken? What should go into the minutes and what should you leave out?

Of all the various issues boards deal with, one of the issues that comes up time and again are meeting minutes. What are they? What should be in them?

Incorrectly kept minutes can get a board in trouble. They can invalidate proper board actions, lead to claims for defamation or support claims for breach of fiduciary duty. So how should minutes be taken? What should go into the minutes and what should you leave out?

First of all, it is important to understand the purpose of meeting minutes. Minutes are meant to be an outline of what happened in a meeting. They serve to ensure that the decisions and actions resulting from a meeting are not lost or forgotten. They should include not only reference to motions that passed, but also to motions that were proposed even if they were not ultimately adopted by the board.

Once you understand that minutes serve as a record of ACTION taken, it should become clear that minutes are not a verbatim transcript of what was said in a meeting. Minutes should be as concise as possible. What the board did should be included, such as it reviewed a report and then made a decision, but not the discussion that or debate that led to the decision. Keep in mind that the minutes can often be used as a tool against the board and association in litigation. Keep the minutes short and to the point.

What should you include in the minutes?

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My Guest Post on CAI CLAC Blog regarding Newly Enacted Legislation Affecting Community Associations

I recently submitted a guest post on the CAI California Legislative Action Committee (CLAC) blog regarding AB 1720, and the new requirment it imposes on California gated communities to provide access to licensed private investigators for the limited purpose of effecting service of process. You can read the post and the analysis of the impact of AB 1720 here.

“YAY! I’m on the Board!” or, “OMG, What Did I Get Myself Into?”

Boards serve a necessary function in any corporation, and especially within a homeowners association. It would be impossible for an association to function without one. In an association, the buck ultimately stops with the board. The board is elected by the members of the association to accomplish the tasks required of an association by the governing documents. Volunteer board members are accountable to the association itself, as well as to the owners within the community. While the board can, and should, rely on opinions of experts and information presented by committees, decisions affecting the community are the ultimate responsibility of the board, and the board members will be held accountable for these decisions. While the position is voluntary, board members should take their fiduciary responsibility to the association and its members seriously.

Despite the important role the board plays in the association, board members must keep in mind that they have been elected by the members of the association to conduct the business and affairs of the association. Board members should not become power hungry or otherwise harass owners. Likewise, owners must respect the authority of the board to conduct the association’s business and enforce its documents.

Board members must remember that the owners must be kept informed of the board’s activities and make sure that proper communication with the other owners is maintained. In deciding what to communicate to members, board members should consider what they would like to know and how they would like to be treated as a non-board member owner, and strive to act in that manner as a board member.

Fiduciary Duty & Business Judgment Rule  

In addition to the duties set forth in the CC&Rs, Bylaws and Articles of Incorporation, board members have additional duties imposed by law. While all of the duties and obligations of a board member cannot reasonably be set forth in a short article, we will highlight some of the most important duties and obligations a new board member must understand: that of their fiduciary duty to the association and its members, the business judgment rule, and the duty to keep communications with the association’s attorney confidential.

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Running an Effective Board Meeting

What can a board do to conduct meetings in an efficient manner that allows all the appropriate discussion to take place and allow the board to consider its work in an orderly fashion? The first step in effectively running a board meeting is to adopt and utilize procedures that assist the board to efficiently run and control its meeting. A board meeting which is organized will run smoothly and conduct the business of the association and yet effectively communicate the position of the association on various matters to the membership.

A challenging aspect of community association board meetings is how to actually conduct the meeting. Generally speaking, there is little statutory guidance or document-specific provisions explaining how a board should run a meeting. As a result some boards struggle with this aspect of association management, either not meeting frequently enough, or allowing too much discussion (by both board members and homeowners) so that a meeting, convened to allow the board to conduct the business of the association, effectively turns into a town hall meeting which lasts far too long into the evening.

So what can a board do to conduct meetings in an efficient manner that allows all the appropriate discussion to take place and allow the board to consider its work in an orderly fashion? The first step in effectively running a board meeting is to adopt and utilize procedures that assist the board to efficiently run and control its meeting. A board meeting which is organized will run smoothly and conduct the business of the association and yet effectively communicate the position of the association on various matters to the membership. Here are some tips and suggestions to make board meetings run more smoothly and efficiently:

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What Should be on Your Agenda

Planning and conducting an effective board meeting starts with a good meeting agenda. The agenda is the “road map” of the meeting and is a useful and powerful tool to keep both board members and homeowners on topic and in control. In fact, the agenda must be part of the notice of a meeting which is provided to the members in advance of the meeting. A good agenda will facilitate a smooth, efficient and effective board meeting. The following are elements of a meeting agenda and descriptions of relevant items:

Planning and conducting an effective board meeting starts with a good meeting agenda. The agenda is the “road map” of the meeting and is a useful and powerful tool to keep both board members and homeowners on topic and in control. In fact, the agenda must be part of the notice of a meeting which is provided to the members in advance of the meeting. A good agenda will facilitate a smooth, efficient and effective board meeting. The following are elements of a meeting agenda and descriptions of relevant items:

1.  Executive Session

The executive session may be held before or after the open session board meeting, or at another time not related to the open session board meeting, depending on the business needed to be discussed or the respective availability of your directors, attorney and/or any participating members. Because the executive section portion of a meeting is confidential, a separate agenda for the executive session part of the meeting should be prepared to outline the topics the board will discuss in the closed session. The Davis-Stirling Act limits the types of items a board can address in executive session to the following:

  • Legal Issues. Discussing legal issues in executive session preserves the attorney-client privilege, and allows the board to discuss litigation strategy and settlement strategies for current and potential litigation matters with its legal counsel. The association’s attorney does not need to be present either in person or by phone for the board to meet in executive session to discuss legal issues.
  • Formation of Contracts. Boards may consider matters relating to the formation of contracts with third parties.
  • Disciplinary Hearings. Boards should meet in executive session for all disciplinary hearings. The accused member is entitled to attend the executive session for that portion of the meeting dealing with the individual member’s hearing.
  • Personnel Issues. Personnel matters which include, but are not limited to, hiring, firing, raises, disciplinary matters and performance reviews, if applicable to the association.
  • Payment of Assessments. Boards may meet with members in executive session to discuss requests by delinquent members for payment plans.
  • Foreclosure. Pursuant to California Civil Code section 1367.4(c)(2), the decision to foreclose must be made by a majority of the board in executive session.

Keep in mind that since January 1, 2012, members must be given notice of an executive session meeting. In order to comply with the new notice requirements, notice of an executive session meeting must be given as follows:

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