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Is it legal or ethical for the management company to take minutes at board meetings instead of the board secretary? If it is allowable, are there ways in which that practice will be problematic? Thank you!
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There could be a "conflict of interest" if the Management company is taking the Board minutes, but here's how I resolve this with my Boards that we do this for:
1) Ask the Board to appoint the agent as the Assistant Secretary for the purposes of taking minutes.
2) Acknowledge in the Minutes that the Board of Directors acknowledges the inherit conflict of interest and after reviewing this, move to allow the minutes to be taken by the Manager in question.
3) The Manager will take the minutes at the meeting and should release them in Draft form to the Board of Directors / Managers within one day so that the topics of discussion are still fresh in everyone's mind and the points of interest on the minutes are accurately and completely reflected.
4) Whether or not the Manager or the Secretary are taking the minutes, the Minutes should be written with only motions noted, as they are a legal document. No points of conversation, opinions or detailed, private information should be shared.
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