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What to say in Board MinutesSep 21, 2024

Our board is debating a major construction project. There is disagreement about how quickly to proceed. At our last meeting, the vote to begin spending on the project passed by a slim margin, 4-3. The dissenting board members requested that the description of the discussion in the meeting minutes include their counter-arguments. I am the secretary and I agree, but wanted to ask the community for their thoughts. thanks KAK

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Board minutes - Marty Sep 22, 2024

I served as my Board’s Secretary for 15 years. I strongly advise you NOT to include details of the opposing arguments of this vote - or any other vote.

Our attorney advised us that including details can only hurt the Board and the shareholders we represent in any possible legal action taken against the co-op.

So, let’s say your Board was discussing the possibility of renovating your lobby at a cost of $250,000 that would take 4 months to complete. I suggest writing your Board minutes as follows:

“The Board discussed renovating the lobby at a cost of $250,000. A motion was made to approve the renovation and passed by a 4 to 3 vote.”

That’s it. You’ve included the topic, the cost, and the vote. Your minutes are accurate and concise - and you’ve helped protect the co-op from future legal action.

If your Board disagrees with my suggestion, then ask your attorney for his opinion of what I recommended.

Good luck and please keep us posted!

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What should be in the mintues. - Felipe Negron Sep 24, 2024

I believe in transparency. All the opinions of each board member should be included in the minutes. Omissions from the board meetings should be avoided.

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What to say in Board Minutes - KAK Sep 24, 2024

I appreciate the feedback. I've been doing some reading and have found that putting in the fact that alternate proposals were discussed and what they were (without attaching names to opinions) is accepted procedure for minutes. It actually protects the board from potential accusations that alternatives were never discussed.

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Board minutes - Marty Sep 24, 2024

Like I said earlier, why don't you consult your attorney for his/her opinion on this subject? He/she knows more about potential lawsuits and legal problems than any Board member - myself included.

From experience, I will tell you that you better get used to accusations from shareholders - whether you deserve it or not. It comes with the territory. Have a thick skin.

Good luck!

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What should be in the mintues - Steven424 Sep 24, 2024

Does this include discussing the sanitary conditions or vermin in a shareholder's apartment, or maybe the need to start an eviction proceeding against a shareholder who is grossly delinquent with maintenance and assessment payments?

Providing the information suggested by Marty *is* transparency. Boards need to be able to talk freely and without hesitation at board meetings, otherwise good governance will be impossible and the shareholder community will be in chaos.

There is also the very real possibility of a lawsuit for libal if the information is not written precisely and legally appropriately. Que the attorney and possibly a large assessment.

Board minutes are almost always provided to prospective purchasers. I'm sure a prospective seller does not want to publicize the need for a major waste pipe replacement above their unit because the current pipe is heavily corroded.

As Marty stated, all that is necessary to be transparent is problem identified, problem resolved, and problem reported.

Are their any shareholders constantly demanding detailed explanations of board's votes? Suggest they run for board membership. If they're voted in, they've been empowered by the shareholder community to learn all about the damage a hoarder can do and who the hoarder is.

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