The Importance of Minutes: A Key to a Board's Legal and Financial Stability

With the constant challenges of governing a co-op or condo, taking minutes might seem like a mundane task that can be pushed to the bottom of the priority list. However, these documents serve as the official record of your board's operations, and their importance cannot be overstated. Well-maintained minutes protect your board legally while providing transparency to residents. Poor documentation, on the other hand, can lead to serious complications down the road.

The Fundamentals 

When you sit down to record minutes as a board secretary, start with the essentials. Every set of minutes should begin with the basic facts: the date, location, who presided over the meeting, and who attended. From there, follow the natural flow of the meeting chronologically, from the call to order through the approval of previous minutes and into the agenda items such as financial updates and ongoing projects.

The art of good minute-taking lies not in recording everything, but in capturing what matters. As David Berkey, a partner at Gallet Dreyer & Berkey, emphasizes, "The secretary isn't a stenographer taking down everything that's being said. Minutes shouldn't be a transcript, but a summary of decisions and actions." This means focusing on what the board actually decided rather than the discussion that led to those decisions.

When it comes to voting, keep it simple. Note whether items were approved or denied, and whether the vote was unanimous or by majority. There's rarely a need to break down the numbers or list individual directors' votes, unless a board member specifically requests their objection be recorded – a rare occurrence that should be accommodated when it happens.

The Review Process

Good minutes don't happen in isolation. After drafting the minutes, circulate them to board members and the managing agent for review. Give them a few days or a week before the next meeting to suggest changes or corrections. This review period is crucial for ensuring accuracy. When sensitive issues are involved, it's wise to have your attorney review the minutes either during the meeting or afterward, before they become part of the permanent record. 

 Protecting Confidentiality and Managing Risk

Words matter immensely in minutes, and choosing them carefully can protect your board from liability. Avoid including the reasoning behind decisions, particularly when it comes to matters like alteration requests or purchase applications. For example, if the board rejects an alteration request, the minutes should simply state that the request was considered and denied – nothing more. “Documenting why you rejected an alteration request could invite a claim of unfair treatment if other people have been allowed to make them,” explains Evan Gitter, a partner at Cohen, Warren, Meyer & Gitter. You can also run into trouble if a director makes a defamatory or discriminatory remark about a potential buyer who was not approved. “The minutes ought to say that the board considered the application of X to purchase the shares to be sold by Y and either approved or disapproved the application,” Berkey adds. “That's all.”

Legal discussions require extra caution. When your attorney is present to discuss potential litigation or bylaw violations, these conversations should be marked as confidential and privileged, and kept out of the regular minutes. Personal information about residents – whether it's apartment numbers, financial status, or health matters – should never appear in the minutes.

For particularly sensitive matters, many boards use executive minutes. As Mark Hankin, a partner at Hankin & Mazel, explains, "Those are the minutes of an executive committee, usually the president and three or four officers, who meet after the regular board meeting to discuss sensitive issues." These executive minutes remain strictly confidential and, as Hankin notes, "cannot be given to shareholders or unit-owners because that could violate the confidentiality of a third party. Nobody can see them."

Access and Transparency

The question of who can see minutes is a particularly challenging issue. While prospective buyers commonly review minutes through their attorneys to assess a building's condition, current residents might request access for more nefarious reasons. These requests should be specific to a certain board action or decision, not a vague fishing expedition. “They can see your minutes provided they have a valid reason for doing so,” says Gitter. 

Sometimes residents, however, don’t have valid reasons. These might include “a vendetta against the board for denying a personal request, curiosity about confidential discussions, or hearing that a neighbor was fined and seeking details purely to spread gossip,” says Marc H. Schneider, managing partner and chief executive officer at Schneider Buchel. “These are not legitimate governance concerns but rather personal motives that distract from the board's duties." You can deny such requests, he says, but doing so can sometimes invite litigation.

The right to review is found in a co-op or condo’s governing documents, which generally state that residents are entitled to inspect financial documents. But a legal decision in 2016, Pomerance v. McGrath, expanded residents' rights to examine records, allowing them to review and copy detailed documentation such as monthly financial statements, receipts, invoices, resident rosters — and minutes. It also allows owners to make hard copies of records and take them out of the management office, which they were previously not able to do. However, you still have the right to redact confidential information and can also require non-disclosure agreements before sharing documents.

Common Pitfalls to Avoid

One of the biggest mistakes secretaries make is trying to record too much.  “I’ve seen people taking minutes actually recording the whole meeting on their phones,” Schneider says. “I’ll tell them to stop, and they’ll say, ‘I just want to make sure that I get everything correct.’ But even if you ultimately adopt minutes that are edited down, people who sue you have a right to a copy of that recording.”

Another common error is oversharing in the name of transparency. While some boards post their minutes online to demonstrate openness, this can invite unnecessary scrutiny and complaints. As Gitter observes, "Once the minutes are out there, people will find things to complain about, so why make it easy for them?"

The ABC’s

The key to successful minute-taking is brevity with accuracy. “A one-hour meeting is something that should be attainable for every board,” says Schneider. “If you can do that, you should be able to put your minutes on one page.” Use a well-planned agenda with time limits for each topic to keep discussions focused and manageable.

Proper training is essential. "Whenever a new board is elected, we hold a meeting and explain their proper duties and obligations, including how they should be taking minutes," Berkey says. Hankin also attends the first meeting of every new board, stressing the importance of notifying residents of important resolutions – they need to know about board decisions one way or another. “When you don’t circulate that information, people might band together and say you’re acting in secret and vote you out at the next election. It happens all the time,” notes Hankin.

Above all, keep the central principle in mind: minutes should be concise and reflect only decisions and actions, not discussions, opinions, or lengthy explanations. When in doubt, less is more – as long as you're capturing the essential facts and decisions that keep your building running smoothly.

[BOX1]

THE RIGHT WORDS

These excerpts, taken from a condominium’s actual minutes, illustrate correct and incorrect ways to write them. The first two examples provide clear headings and pertinent information, but not too much. The third includes unnecessary detail and references potential litigation that isn’t helpful (both highlighted), which should be deleted.

DO THIS…

Chilled Water System — Repairs Needed

X reported that Air Solutions recently reported that there was decaying piping and other problems with the system [in the gym] that needed to be addressed. X informed all parties involved that the Condominium had agreed to make the recommended repairs to the system to make it operational at a cost of $12,000. Notice will be given to the gym operators once the ordered parts are on hand and the work is ready to be performed. The operators of the gym have requested that their own HVAC expert witness the repair and become familiar with the system.

Pigeon Strips

The owners of the commercial space have asked for the assistance of the Condominium in installing pigeon strips along two levels of the street side of the building. X is to address the full board and advise accordingly.

…NOT THAT

Volume of Gym Equipment

Upon opening of the facility, the condominium representatives and representatives of [company X] agreed upon certain volume levels which would not be exceeded by the various stereo and announcement devices in the gym. The equipment installed in the space was labeled so that those levels would not be exceeded. Recently there have been numerous complaints about the volume emanating from the gym and

being heard in apartments above. Upon investigation, it was determined that gym management was simply ignoring these indicators. The operators were put on notice that this activity must end immediately as the owners of the disturbed units have indicated that they will seek legal action against all parties involved if the agreed upon limits to volume are not adhered to immediately. [The company’s] operators agreed that the volume would be addressed immediately without further incident.

[BOX 2] 

MINUTES 101

Basic Information to Include

- Date of meeting

- Location

- Who presided

- Names of all attendees

- Chronological arrangement of events:

  - Call to order

  - Approval of previous meeting's minutes

  - Agenda items (finances, capital repairs, etc.)

- Voting results (approved/denied, unanimous/majority)

What to Exclude

- Personal opinions behind decisions

- Reasons for decisions that could invite discrimination claims

- Detailed discussions

- Personal information (apartment numbers, income, health information)

- Names or details of residents in arrears

- Attorney-client privileged information

- Defamatory or discriminatory remarks

- Recording of entire meetings (avoid audio recordings)

Best Practices

During the Meeting

1. Focus on decisions and actions, not discussions

2. Keep entries brief and concise

3. For votes, note only whether they were approved/denied (unanimous or majority)

4. Use a well-planned agenda with time limits for each topic

5. Aim for one-page minutes from a one-hour meeting

After the Meeting

1. Circulate draft minutes to board members and managing agent

2. Allow time for review and proposed changes

3. Have attorney review sensitive issues

4. Get final version approved by majority at next meeting

5. File the approved version in property records

Handling Special Situations

- For sensitive legal matters, use executive minutes (separate documentation for officers only)

- If a director strongly opposes a resolution, they may request their objection be noted

- Mark any attorney discussions as confidential and privileged

- Consider creating edited versions for general circulation

Who Can Access Minutes

- Board members

- Managing agents

- Prospective buyers (through their attorneys)

- Shareholders/unit-owners with valid reasons

- Anyone investigating specific board actions/decisions

Valid Reasons for Access

- Understanding assessment determinations

- Investigating specific board decisions

- Due diligence for property purchase

- Legitimate governance concerns

 Invalid Reasons for Access

- Personal vendettas

- General curiosity

- Gossip-seeking

- Vague "fishing expeditions"

Common Mistakes to Avoid

1. Including too much detail

2. Recording meetings on phones or other devices

3. Including personal opinions or discussions

4. Failing to circulate important resolutions to residents

5. Posting full minutes online without consideration

6. Including confidential or privileged information

7. Writing minutes like a transcript rather than a summary

Tips for Success

1. Keep the "less is more" principle in mind

2. Focus on actions and decisions only

3. Use clear, objective language

4. Maintain consistency in format and detail level

5. Review past minutes for reference

6. Seek legal counsel when unsure

7. Keep sensitive discussions for executive sessions