“Understanding What Belongs in Association Meeting Minutes” – News-Press
Q: I am familiar with your articles concerning unit owner rights to attend board meetings. However, I have a question regarding the minutes of board meetings and what should be included in the minutes. There is some controversy within my association concerning how detailed the minutes of the proceedings must be. Can you elaborate? (V.M., via e-mail)
A: I once heard it stated that they are called “minutes,” not “hours” with respect to what the minutes of a meeting should contain. The minutes are intended to reflect what occurred at a specific meeting, not what was said.
Both Chapter 718, the Florida Condominium Act, and Chapter 720, the Florida Homeowners’ Association Act, address the requirement that the association maintain the minutes of both board and membership meetings. While both statutes specifically state that the vote or abstention of each board member must be reflected in the minutes of the meeting, neither statute otherwise specifies the form of the minutes or how the minutes must be drafted.
Both Acts address specific votes which must be noted in the minutes of certain meetings. For example, disclosures required to address director conflicts of interest pursuant to Section 718.3027 of the Condominium Act must be specifically entered into the minutes of the meeting. Similarly, pursuant to Section 720.306(10) of the Homeowners’ Association Act, the votes concerning the certification of a recall must be specifically reflected in the minutes of the meeting.
However, generally, neither Act specifically addresses the form or format of meeting minutes. Chapter 617, the Florida Not For Profit Corporation Act, again references the requirement to keep meeting minutes but does not specify their form or format.
As such, it is helpful to review other sources, specifically Robert’s Rules of Order, which discuss meeting minutes. While Robert’s Rules of Order are typically not binding on community associations, they can be helpful in filling in the gaps for issues, such as the content of meeting minutes. Robert’s Rules of Order provide that the purpose of minutes is not to necessarily summarize the matters discussed at the meeting, but rather to reflect on and create a record of what was done at the meeting. The object of minutes is to create the corporate record of the actions of the board (or members as the case may be) at the subject meeting.
Therefore, the minutes of a meeting should reflect the date, time, and location of the meeting, the board members in attendance, that a quorum was present, and the specific actions taken by the board at that meeting, such as what motions were made and the specific votes on those motions and finally, the time the meeting adjourned. If written materials such as reports or other relevant documents were created for, or provided at the meeting, those documents can be attached as exhibits to the minutes to better create and reflect the corporate record. However, the minutes should not be a transcript of what was said at the meeting.
As such, accurate minutes are an important corporate document as the minutes tell the history of the association. To this end, the Condominium Act was amended to provide that the minutes of board and membership meetings must be kept from the inception of the association, and not just for seven years and it would be advisable for homeowners’ associations to keep their minutes from inception as well. The ability of the association and its members to review historic minutes to determine what actions were taken (or not taken) by the board or the members can be invaluable when inventible questions arise. The association should be diligent in drafting concise and accurate minutes recording what was done, but not what was said.
Joe Adams is an attorney with Becker & Poliakoff, P.A., Fort Myers. Send questions to Joe Adams by e-mail to jadams@beckerlawyers.com. Past editions may be viewed at floridacondohoalawblog.com.
