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."

While boards differ from community to community in exactly how they function, most have the board secretary record meeting minutes. Some boards will allow an outside agent to record minutes, such as the property manager. It doesn’t matter who takes the minutes, because ultimately the board must approve meeting minutes and usually does so at the next meeting, says Andrew Brucker, a principal with the Manhattan-based law firm of Schecter & Brucker. The BCL also allows that minutes may be electronically recorded as long as they are transferable to written form "within a reasonable time."

“The only thing that has to be in the minutes are actions taken,” Brucker says, adding that there is no standard or official way in which meeting minutes should be taken. “You should not put everything down [that occurs in a meeting] in the minutes because they could be used in a court of law in a lawsuit. You should include in minutes only who was in attendance, action items, who was absent and the date.”

The subject of what is put into minutes is so sticky, in our litigious society, that some boards now take an extremely cautious approach, not allowing amateurs to tackle the job of recording minutes. Many buildings now have their lawyers take the meeting minutes, to avoid any legal problems resulting from that written record. Such barrister-scribbled notes are lean indeed, and by design.

Meeting minute-takers should never record quotes from a meeting and instead should simply give a general summary of the discussion. It is essential to be careful in minute-taking because of the strong possibility of error on the part of the recorder, Brucker says. “It’s possible that the [minute-taker] might get the minutes wrong or put in their point of view. Minutes must be carefully reviewed by the board before they approve them,” he says.

Not all experts in the industry agree that allowing anyone to take meeting minutes is wise—some experts even advise against it. It is inappropriate for a managing agent to take on the task, given their other duties, some say.

“The sensible thing would be for a person other than the property manager to take the minutes,” says Harold Wolf, owner of The Back Office, which provides back office services for co-ops, condos, property managers and landlords. “The property manager has to give his thoughts and listen to others. If he’s taking notes, he’s lost.”

Pinpointing Details

Many boards vary so widely in style as to be almost unrecognizable to each other. Some conduct their meetings in a very businesslike fashion, while others involve time-wasting discussions that wander all over the map and accomplish little or nothing. It doesn’t have to be so, since boards can help to ease the minute-taking process by sticking to business and by keeping out of meeting discussions personal gripes about neighbors, maintenance problems with their apartments, or other unnecessary details. Boards need to stay on-task.

“I advise boards to try to deal with the [community] problems as businesspeople,” says Herb Rose, owner of Herb Rose Consulting, a board services firm. Emotional confrontations are inherent in every board, he adds.

“There’s an emotional content to the note-taking… The board is made up of volunteers, not professionals,” Rose says. “But you still have to deal with things in a business fashion. With some boards, it is a real challenge.”

Help is available for board members who want to become more professional at their unpaid, volunteer board member jobs. Smart Technologies, in Calgary, runs the helpful website www.effectivemeetings.com.

Board members can find many useful tips in how to prepare for and conduct meetings on the site, including the sage advice of taking the step of actually not having the meeting. Do not meet if the same information could be conveyed via a memo, by e-mail or through a brief report, the site suggests.

Board members always should set objectives for a meeting and stick to those goals.

When board members are planning the meeting agenda, they should determine its objective. The more concrete a meeting’s objectives are, the more focused its agenda will be. Boards also should provide an agenda before each meeting, which should include a quick description of meeting objectives, topics to be discussed, and a list stating who will address each topic and for how long they will talk.

Boards should assign particular members to be in charge of meeting preparation. All participants should be required to prepare something for the meeting, to keep everyone vested in a good outcome. Action items also should be delineated beforehand.

Boards also should examine and constantly strive to improve their meeting process. They should not conclude a meeting without assessing what occurred, and without making a plan to improve the next meeting.

Certain information should not be included in meeting minutes, such as small details that are mentioned but have no real bearing in the business at hand. The secretary or whomever is charged with recording meeting minutes for a board can take quick, succinct minutes by narrowing in on only pertinent information. So those who are capable of such a task should be the only people taking minutes.

“If the person taking the minutes can really focus on the essence of what is being said, that would be fine,” Wolf says. “If they don’t have the ability to grasp it, the minutes become useless.”

Obviously, anything discussed in a meeting that has to do with pending litigation should be left off the record (to avoid more litigation). Some buildings also omit from meeting minutes any mentions of personnel, or of shareholders who are in arrears. Those people can be mentioned in minutes, but only vaguely enough so as not to potentially slander the residents, such as: “started action on the person owing three months rent.”

Minute-takers should remember at all times that a co-op or condo is essentially a vertical neighborhood. A seemingly minor mistake in naming a person who shouldn’t be named in meeting minutes could cause hard feelings or even a lawsuit. With meeting minutes, experts agree that it is better to err on the cautious side.

Note Taking

The degree of access that non-board member residents have to meeting minutes differs from building to building. But under state law, shareholders are only entitled to see the minutes of shareholder meetings - not those of closed, board-only proceedings. Even so, these days most buildings allow owners and also potential buyers to look at shareholder meeting minutes. New buyers care about the meeting minutes for a variety of reasons—to scan the financial health and business atmosphere of board meetings or even to see if there have been pre-existing problems with the apartment they are considering buying.

“New York law requires that co-ops permit a shareholder, upon five days written notice, to inspect and copy the minutes of shareholders’ meetings for any purpose reasonably related to such person’s interest as a shareholder—or unit owner, in the case of a condominium," says Freedland. “While you are permitted to inspect the minutes of unit owner proceedings, the board may require that you submit an affidavit to the condo or its managing agent that (1) the inspection is not for a purpose which is in the interest of a business or object other than the business of the condominium, and (2) that you have not within five years sold or offered for sale a list of unit owners of any condominium—or shareholders of a corporation—or aided or abetted any person in procuring such records for any such purpose. Condominiums usually don't require such an affidavit for inspecting unit owner meeting minutes."

And the law isn't kidding around about the issue of access, adds Freedland. “In addition to requiring that unit owners be permitted to view and copy minutes of unit owner meetings, Section 624 of the BCL also permits a unit owner who has been denied the right to view unit owner meeting minutes to apply to the Supreme Court for an order compelling inspection of the minutes and records of unit owners’ proceedings."

Regardless of how promptly they are produced upon request, residents and would-be buyers in a community should know that meeting minutes can be redacted after they are taken.

In the event of a lawsuit involving a board, manager and/or resident, meeting minutes could very quickly be brought up as evidence in the legal suit.

“In every lawsuit against the board, the plaintiff always asks for meeting minutes to see what transpired,” Brucker says. “The minutes could hurt [the board] with a misstatement of facts, or too much information.”

Some experts say a good rule of thumb in minute-taking is to assume that everything recorded could be used in court. That way, minutes should be beyond reproach in the material they cover.

“Anything can be used as evidence,” Wolf says. “Whether it is accepted varies from case to case.”

Jonathan Barnes is a freelance writer for The Cooperator and other publications.

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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.