Board meetings are where decisions are made, information is shared, and policies are implemented in multifamily communities. The minutes from these meetings are more than just a record of what was discussed; they serve as a reference for all board members and residents. Clear, concise, and accurate minutes maintain clarity and keep everyone informed. 

Barbara Smith, Director of Logistics and Communication at New Jersey-based property management company Corner Property Management, says that keeping minutes for association meetings provides a legal record of decisions made by the board and/or membership. 

“The minutes document actions, and provide transparency and ensure accountability for the actions of the board,” says Smith. “They should include the date, time, and location of the meeting, attendance, summary of discussions, action items, financial decisions, new business, and motions with final decisions captured.” 

Smith adds that your board’s meeting minutes should focus on objective facts and decisions, not on personal opinions or comments. “They should be brief, summarizing the discussion, and exclude off-agenda topics,” she says.  

Board members are tasked with upholding community equity and fiscal responsibility, and clear minutes provide accountability and transparency. According to Andrea 

Arnold, board president for Riverdale House Owners Corp in the Bronx, “Minutes are meant to be a record of the business in front of the board members who represent their community. It’s the business that’s reviewed and approved for the fiduciary benefit of all community members, without exception. Whether you’re a first-time board member, have been part of the co-op since the 1980s, or have just recently moved in, the equity for all members should be the same.” 

The Right Person for the Job

Minutes are typically taken by the board secretary, who then distributes the completed record to the board and files a copy for future reference. Given the importance of the task, the role of the board secretary is paramount, and it’s essential to find the right person to fit the job. 

“Being the secretary is hard,” says Arnold. “I’ve always experienced that the newest person on the board is appointed secretary, but that’s a mistake. How can you expect that person to step into a meeting where they may or may not know the neighbors they’re sitting alongside, and be familiar with terms like Local Laws, backflow preventers, or alteration agreements? You do learn it over time, but it isn’t something you walk into with instant knowledge.” The secretary also bears the responsibility of signing documents like stock certificates and keeping track of banking details. “The responsibility is huge,” adds Arnold. 

When it comes to taking minutes, she continues: “On our board, we agreed that the secretary has to be willing to engage in the process without having to go back and forth too much to decide what is a pertinent point to include [in the minutes]. If boards don’t do that, they aren’t serving the new member well, because they’re learning and writing at the same time, and having to make so many corrections along the way, which could end up wasting everyone’s time.” 

It’s not always the board secretary who takes minutes, however. Sometimes they’re taken by other board members, or even the property management team. Smith adds that the board may designate a community manager or other professional to record minutes, and notes that this is often the case, allowing a neutral party to capture facts without bias. Fundamentally, it’s the board’s call, says Matt Gaines, partner at Massachusetts law firm Marcus, Errico, Emmer & Brooks, P.C. “[In Massachusetts] it is up to the board to decide.”

Before the Meeting 

The process of preparing minutes starts before the board meeting even begins. Setting a meeting agenda—the list of topics to be discussed during the meeting—is collaborative between management and the board. Often, an agenda is compiled from the previous month’s minutes, management information, and shareholder correspondence. 

Smith recommends that board members review the prior meeting minutes and then approve them at the next meeting. Any corrections or additions should be discussed and captured before final approval. According to her, “The final approved version should be approved by vote and no longer have any options for changes. If an omission or correction is necessary after the final vote, it can be captured in the next meeting’s minutes.” 

Gaines shares that the board should review the minutes following the meeting to make sure they are accurate and make any changes that may be necessary. “There’s nothing essential that must be included [per our state regulations],” he says, “but the minutes should not be a word-for-word transcript of what was discussed at the meeting; rather, they should be a summary of the issues discussed, with notes about any necessary follow-up.”

Handling Sensitive Information

As board meetings often cover a multitude of topics and issues, a piece of business or information that’s sensitive or personal will inevitably pop up. “This kind of information should be excluded from minutes,” says Gaines. “For example, don’t record specific units or names of residents who are delinquent in paying their condo fees, or any confidential information. Any discussions regarding pending or threatened legal action should also be excluded.” Smith also notes that sensitive and legal matters should be reserved for executive sessions.

Arnold agrees, noting that reading meetings might reveal confidential information to someone who does not need to be in the know. “These are people you may know and have interactions with, and, nowadays, with the outset of board meetings being approved via email and posted digitally, it’s all available information.” 

Regarding how to keep sensitive information private, Arnold says their board saves their minutes as a PDF document and sends them to management. “Management then saves our files digitally, and residents and/or the board can request access to them.” 

Keeping a Record 

One key purpose of taking minutes is to ensure transparency and share information with shareholders. Keeping residents in the loop builds trust, promotes clear reciprocal communication, and helps shareholders stay engaged with the administration of the community they call home. 

Smith notes that HOA meeting minutes serve as the official records of the association, and must be stored securely and organized for easy access in the future. When storing minutes digitally, the pros recommend using long-term accessible formats such as PDFs. Smith warns against relying solely on email or word processing files like Word documents, as software updates can potentially make those files unreadable over time.

In terms of getting information to residents, Arnold notes that many buildings do the same wheel differently. “Transparency is the requirement. We compile a full year’s report, which we then turn into a 15-20 page document with photographs, explanations, and links to additional reading,” she says. “It’s all the available information, and is sent out to shareholders twice a year.” 

Gaines stresses that it is important that the board review the minutes after the meeting for accuracy before they are made available to owners. “As for how long that takes, there is no time period set by [Massachusetts] law. In my experience, depending on the board’s schedule, etc., it usually takes about 30 days.”

Legal & Liability Risks 

It stands to reason that boards should maintain a written record of their actions, not just for recordkeeping and transparency, but also for evidence in legal proceedings and other disputes. According to Gaines, minutes can be used in court by either a unit owner or the association to support or contradict a board decision or action. 

When it comes to what the law says about recording and retaining meeting minutes, there’s often a distinction between ‘closed’ board meetings attended by just the board (and maybe the community’s manager and legal counsel), and annual ‘open’ meetings attended by residents as well. 

Most state laws and individual communities’ governing documents require boards to keep minutes of their open, public meetings, and have specific requirements for making minutes accessible to community and board members upon request. “Access to executive minutes or closed meetings must be restricted, as they typically involve sensitive matters such as legal disputes or delinquencies,” says Smith, “but approved open meeting minutes are available to all association members by request.”

Meeting minutes, to the extent they are kept, are considered records of the condominium, Gaines notes. If a board elects to keep their minutes, there are rules that must be followed. “Pursuant to MGL c. 183A, Section 10(c), in Massachusetts, all records of the condominium must be kept for at least seven years, and pursuant to c.183A, Section 10(c), unit owners are entitled to inspect the meeting minutes to the extent kept. They do not need to be stored in a certain way; they can be stored electronically, or as actual hard copies.” 

In Massachusetts, there is no requirement under c. 183A for boards to keep minutes, and most condo docs do not require it either, so the regulations on how to properly store them only pertain if minutes are kept. “Given that there is no legal requirement to keep minutes, there are no consequences for failing to keep or approve meeting them,”

Gaines continues. “However, practically speaking, it’s a good idea to keep minutes because they can act as a good source of historical information as well as a to-do list for projects or other items that require follow-up.”

In New York, the Business Corporation Law (BCL Section 624) governing cooperative corporations requires that co-ops retain records of board meetings, shareholder meetings, and executive committee meetings. 

Failure to keep and approve meeting minutes can lead to complicated legal and compliance ramifications, says Smith. “Lack of appropriate documentation may result in difficulty in enforcing decisions, obscuring of accountability, challenges to credibility, or leave the association vulnerable to liability claims.” 

Your board has the fiduciary duty to operate in the best interests of your community as a whole, and part of that duty is recording and retaining an accurate, timely record of the decisions the board makes on behalf of that community. That includes knowing what should—and should not—be included, choosing the right person to record it, and making sure the appropriate records are available to current residents and future boards. 

Kate Mattiace is Associate Editor of CooperatorNews.