Just Give Me a Minute Proper Recording of Board Business

Holding regular meetings is one of the most essential tasks of a co-op or condo board, because that’s where the building’s policy is formed, where business decisions related to the community are made and usually where administration of the community affairs begins and ends. Because of the gravity of the discussions and decisions at meetings, it is important to have an accurate record of those activities. That is why taking thorough, accurate meeting minutes is crucial for boards focused on efficient community management.

While some board secretaries take only cursory notes during meetings, others err in the opposite way, getting bogged down in the note-taking process by trying to report every word uttered. But there is certainly a method and perhaps something of a craft to taking accurate and appropriate meeting minutes of a board meeting. Knowing something about that process could mean the difference between a smoothly-running board meeting and one that’s bogged down in minutiae over a controversial decision or a pending lawsuit by a shareholder or a unit owner. The devil is indeed in the recorded details, so the fewer details that are seen on the record, the better.

Lawfully Recorded

Taking down meeting minutes not only is required by a co-op’s governing documents, it also is required by law. New York state law—specifically Business Corporation Law (BCL Section 624)—requires that co-ops retain records of board of directors’ meetings, of shareholders meetings, and of executive committee meetings. Board meetings often are held quarterly, but special meetings of the board are not exempt from the minute-taking law, either.

BCL 624(a) requires corporations to keep meeting minutes. BCL 624(b) requires corporations to let shareholders review only two categories of corporate documents: "the minutes of the proceedings of its shareholders and record of shareholders..." Take note that the law mandates a review only of minutes of shareholders' meetings—which is generally speaking, the year's annual meeting for election of directors—and allows for inspection of the building's shareholder list.

According to Andrew B. Freeland, an attorney with the Manhattan-based law firm of Rosen Livingston & Cholst, condo boards aren't as strictly bound by the BCL, but most follow the same protocols as co-ops when it comes to minute-taking and documentation. “While condominiums are not specifically subject to [the BCL,] it's often cited as a model for condominium governance,” says Freedland. “Unlike cooperatives which are corporations specifically governed by the BCL, condos don't technically fall within the purview of the BCL."

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3 Comments

  • Great article - do you know if a roll call vote is asked for and performed at coop board meeting do we have to reflect the actual names and votes in the minutes or just the vote results and decision?
  • What happens when the board secretary doesn't hand in the minutes repeatedly? Can he/she be sued? Can the minutes be recreated from the agenda?
  • If it is decided to have a meeting about issues such as the roof. Is this also a time when we could vote for a board of directors. Is it a conflict of interest if a tenant wants to be a board member and also wants to possess part of another tenants property.