In any co-op or condo association, as with any decision-making body, meetings are essential for influencers to gather and make choices that best represent the interests of their communities.

However, these meetings do not—and cannot—happen in a vacuum. Every person who is affected by the decisions made therein should be privy to the discussions, regardless of whether or not they are available to attend the meetings.

This is why recording accurate, in-depth meeting minutes is imperative. What, though, should be included in these meeting minutes? What is superfluous and should therefore be excluded? What legalities are at play when recording meeting minutes? Who should be doing the recording?

The Basics

Firstly, an association should know that meeting minutes are required by law; there’s no way around them unless an association wants to establish its designated meeting area as a hotbed for corruption and vice.

“Section 624(a) of New York's Business Corporation Law requires a corporation to keep minutes of the proceedings of its shareholders and board," explains Martin Kera, a partner in the Manhattan-based law firm of Kera & Graubard. "The board should also check the bylaws of the corporation for requirements.”

In the broadest sense, minutes serve as a means of documenting and keeping track of corporate actions and decisions, according to Linda Plotnicki, a partner with the law firm of Kaufman Friedman Plotnicki & Grun, LLP, also based in Manhattan.

“Minutes are not only important to boards of directors of co-ops or condominiums, but to prospective shareholders, unit owners, and those who conduct due diligence on their behalf,” says Plotnicki. “They provide a summary of corporate and condominium action and activity and may reflect intended projects and expenditures, litigation and possible problems.”

Matt Malerba, the marketing and public relations manager of AKAM Living Services, based in Manhattan, says at the most basic level, minutes should always include the date, time, and location of a meeting, a list of attendees, the name of the person doing the recording, the name of the community and property, whether or not a vote took place, and the results of that vote. “The minutes should provide an accurate narrative of the actions taken by the board during the meeting,” he summarizes.

The Minute Man (Or Woman)

Clearly, given the immense and vast responsibility placed on the shoulders of the minute-taker, a condo or co-op board needs to be quite careful when selecting this trusted figure…someone with no personal agenda, and who will not collude with anyone else who may bring nefarious intentions to the table. Also, it must be someone intuitive, who possesses a keen attention to detail.

Malerba also recommends including any info pertaining to approved proposals and payments, capital projects, building renovations and repairs. “Any sensitive and or personal issues involving residents, shareholders, or unit owners are not to be included in the minutes. It is vital that only actions and decisions be noted.”

While the taking of minutes is required by Johnny Law, Kera notes that the statute addressed above gives no guidance as to what they must entail. Thus, the secretary must exercise discretion and utilize best judgment. "They should establish that a quorum (as described in the association bylaws) was present, they should review open business from previous meetings, state any new business," he says. "Board decisions should be stated clearly."

When it comes to what Kera describes as "involved issues," however, much responsibility falls to the secretary. "Anything that could potentially be the subject of litigation should be stated briefly and concisely, or not at all, depending on the subject matter." Hence the importance of an association and community installing a secretary who is truly up to the task.

The Cooperative Archives

Once a meeting's minutes have been capably and carefully recorded, their purpose—and the job of the board—has only just begun. Only via a regimented reviewing, approval, and archival process can a board ensure that the minutes' role will be properly respected.

"My company's policy is to send the board a 'draft minutes' within three to five days of the initial meeting," says Malerba. "This ensures that all information is accurate, and any needed changes are made within a timely manner. Then, all minutes are organized in chronological order in hard-copy and electronic form."

Plotnicki continues in this vein: "Minutes of a meeting should be finalized and prepared immediately after the meeting for which they were taken, and distributed to the board in advance of the next meeting, on the agenda of which should be their approval. Thus, what happened in the prior meeting will be fresh in the minds of those who attended, and they can comment upon and make corrections to the minutes in an astute and thorough fashion. Copies of minutes should be retained by the officer who prepared them, and the managing agent (should there be one) should maintain copies in the minute books of the corporation or condo. The officer charged with taking minutes should always be asked to turn over copies of all minutes to his or her successor."

Once recorded, approved, distributed, and filed, minutes should be kept indefinitely, as they provide something of an oral history for the building. “The board may want to look back and find out when certain work was performed,” explains Kera.     All board members have an “absolute right” to review all minutes, according to Plotnicki, and from there, it is a policy matter for them to determine who else may review the documents. “Since most boards will permit review of minutes by prospective purchasers or their representatives at the office of the managing agent, I generally recommend a policy that would give shareholders/condo board members the same right,” she says.

Malerba supports the storing of the records with managing agents. Also, he suggests that the minutes be readily available to board members, shareholders, unit owners, property auditors, and potential owners.

To echo Kera, Plotnicki recommends that minutes never be destroyed and remain a permanent part of the corporate records. "To bear this out, recently, we needed to review minutes from 40 years ago that helped clarify a claim that had been made by a shareholder."

Meat of the Minutes

While historians of all stripes may be interested in reviewing minutes to document the life of a property or a community, it would seem foolish to go to such lengths to keep accurate records of association meetings should they not serve a greater, more practical purpose. Fortunately, minutes can settle disputes both internal and legal, while providing a sense of direction from one board meeting to the next.

“Accurate and up-to-date meeting minutes will serve as evidence of proper corporate action and decision making,” says Plotnicki. “Shoddy, haphazard minutes can raise questions about a board's actions and authority, and shift the burden onto the board to prove that it acted properly. Disclosure of too much information, incorrect information about a shareholder or unit owner, specific legal advice from the corporation's counsel which could be a waiver of attorney or client privilege…all of these can create legal problems for a board."

In regard to the aforementioned legal issues, minutes are “prima facie” evidence in court decisions involving a board, according to Kera. “If the minutes are concise and to the point, it will help corporations prove a point at trial. If the minutes are sloppy, something stated within can be seized upon by the opponent to undermine the board's decision.”

To give an example of an inclusion that would prove good for a board, Kera cites the following: “The super reported that there was a leak into apartment 10A from an exterior wall. After discussion, the board directed the super to call in the building architect to investigate and propose a course of action.”

Conversely, Kera cites this example as being bad for a board:

“Board member John Doe said that it wasn't leaking in his apartment, and that money is tight. We should avoid spending any money until next year, when we might have more capital to do exterior repairs. Board member Jane Smith said that she was planning to sell her apartment next year and didn't want to spend any more money on an assessment to do repairs.”

Minutes are an essential and valuable series of documents that chronicle the conduct, discourse, and evolution of a condo or co-op and community. When taken properly, though, they are an accurate record of said community, and are only as useful to the board as the board is fair and just to those it represents. Thus, the simple point is, if a board treats its constituents well, and follows the bylaws, the minutes will prove a boon in any case of dispute.

But, if you stray from the ethics for which you've been elected to uphold, you certainly may be facing legal trouble down the road.    

Michael Odenthal is a staff writer at The Cooperator.