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“Minutes and How to Take Them”
A Short Article on HOA Minutes
For
Annual and Special Member Meetings
And
Board Meetings

Jerry Orten, Orten Cavanagh & Holmes

 

Minutes Should Reflect Resolutions and Actions Taken

All actions by the association, taken at an annual or special member meeting, or taken at a board of directors meeting, should be included in resolutions.  These resolutions should be in the minutes.

Background, Context, Discussion, Reasons, Rationale, Etc.

Generally, minutes do not need, and should not include, background on the resolution, context of the resolution, the points in the discussion, reasons for or rationale for the resolution, or anything other than the resolution and action taken on the resolution (i.e., it passed or was defeated).

Minutes are not intended to be used as a newsletter or communication piece.  Minutes are, as a matter of law, intended to reflect action (resolutions) taken by the acting body (the members at annual or special member meetings, or the board at board meetings).

Who Takes the Minutes?Question Mark

Typically, the community association manager, the manager’s assistant, or the association secretary takes the minutes.  This person should comply with instructions given by the board of directors and by the chairperson of the meeting.  Minutes should be composed accurately and completely, as the record of the action (resolutions) taken.

Guidelines and Checklist for Minutes

Minutes of a meeting should include the information below.  Typically, failure to include any of the following is not a problem.  Yet, we recommend these points be a part of the minutes.

Discussion on any given action item or resolution should NOT be described in anything other than short, general details, if those details are not within the motion or action item.  Sometimes, it is important to include the rationale for a decision to show that the board was informed, acted reasonably, and acted in good faith in reaching that decision.  In these instances, the decision and rationale should be documented in a separate resolution rather than the minutes.

Action by the Board Without a Meeting 

Action (Resolutions) by the board may be taken without a meeting in two ways:

If each director votes in writing (for, against or to abstain) and waives, in writing, the right to a meeting; or

If a participatory process (typically by email or phone call) is allowed for in the bylaws (without a meeting, without written votes and without a waiver of the right to meet) action can be taken as follows:

[Note: To take advantage of this participatory process, the bylaws of an association may need to be amended.]

Minutes are Permanent Association Records 

File CabinetAll minutes, or consents and votes, should be kept in the association’s permanent records or minute book.

 


 

 

Minutes of the Annual Meeting
of
______________________________________________

Date: __________________

Members present (in person):

Members present by conference call:

Members present by proxy:

Others present (in person):

1. Roll Call, Call to Order, Verification of Quorum, and Proof of Notice of Meeting:

2. Approval of Minutes:

3. Reports:

a. Financial Report
b. Other Reports

4. Appointments and Elections of Directors:

    Director      Class      Elected/Appointed      Date Expiration

    ________   ____       ________________   _________

    ________   ____       ________________   _________

5. Budget Ratifications:

6. Old and New Business:

a. Old Business:

b. New Business.

Adjournment: The meeting was adjourned at ________________ 

Disclaimer

This article has been prepared by the HOA law firm of Orten Cavanagh & Holmes LLC (the “Firm”) for general informational and educational purposes only.
This article does not and is not intended to, constitute legal advice for any specific matter.
The information in this article is not privileged and does not create an attorney-client relationship with the Firm or any of the Firm's attorneys.
This article is not an offer to represent any HOA or any other person.
You should not act, or refrain from acting, based upon any information in this article.
The hiring of an attorney is an important decision that should not be based solely on written information about qualifications or experiences.
Anyone considering hiring an attorney should independently investigate the attorney’s credentials and ability and not rely upon advertisements or self-proclaimed expertise.
To contact an attorney at the HOA law firm of Orten Cavanagh & Holmes, LLC visit us at our website and call or email one of our attorneys, contact us at info@ochhoalaw.com or call us at (720) 221-9780 or (719) 457-8420 or (888) 841-5149