Spotlight on: Taking Effective and Accurate Board-Meeting Minutes
Aug. 12, 2014 — Board members often have to be convinced of the importance of taking the minutes of meetings, as we discussed in a previous "Spotlight on" last week. Once it’s understood how valuable a resource good minutes are to buyers, sellers, and future boards, the next question is: Where do we start?
All minutes must include the basics: the date of the meeting, where it was held, who was there (using full names), who presided, who was the secretary, the topics, the votes taken, and the resolutions passed.
How you present the topics, the votes, and the resolutions is open to interpretation, however. Most minutes follow a chronological progression, based on the agenda: a call to order, followed by an approval of previous minutes, then discussions of finances, the manager's report, and any other ongoing issues facing the property, concluding with a time and place for the next meeting.
Others organize the minutes in a more traditional manner, and include a list of "action items," or an extract of tasks that management is supposed to do in a separate list. Such a list holds the manager accountable and avoids issues getting lost between the cracks.
Have an Agenda
Whatever method the board uses, the key is to have a well-organized agenda. One board president, for instance, distributed an agenda that included approximate timings for discussion ("6:30 PM: Approval of minutes from previous meeting. 6:35. Discussion of Water Heater Installation. 6:45. Long-Term Financial Report and Impact on Capital Work 7:00. Long-Term Building Capital Improvement Report. 7:15. Discussion of Necessary Short-Term Repairs," etc.). Such techniques make the minutes easier to organize.
In addition, it can be helpful to have the agenda circulated three to four days in advance so board members can prepare. The minutes then become a checklist of actions taken.
Who takes the minutes? Although by law the secretary is responsible for the minutes, he or she can delegate the duty. Many boards have the secretary take notes and prepare the minutes, but there are other methods. Some have the manager or the lawyer act as minute-minder.
Be Accurate
Accuracy is crucial. To ensure it, boards should conscientiously review a draft of the minutes before approving it. Most agree that this should be delivered to the board members and managing agent within a week (if not a few days) of a meeting.
The draft should be discussed by e-mail and/or at the next board session and then approved as the first matter of business. Approving the minutes can range from the ludicrously extreme — one board member might want to change the phrase "coffee and cookies will be served at future meetings" to "coffee, cookies, and cake will be served" — to the legalistically precise.
Once your minutes are written, approved, and filed away they are the history of your property. And if you want to be judged well — and understood — by future boards, let alone potential buyers, be careful about what you write.
Adapted from "On the Record" by Tom Soter, Habitat March 2003
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