By|Jan 28, 2019|Board of Directors
Introductory Comments
Homeowners associations are required by state laws and by their own governing documents to maintain proper minutes of their board of directors meetings. Those minutes constitute the official record of the actions that were taken, or not taken, by an associations board of directors. When there is litigation involving a homeowners association, the minutes that were maintained during the period in question will almost always become relevant in order to determine how the association, acting through its board of directors, handled a particular matter. Was the matter properly brought to the attention of the board? What did the board do concerning the matter? Was certain action properly authorized by the board of directors? Did the board exercise good business judgment? Did the board obtain appropriate input from legal counsel? Did a majority of a quorum make decisions? The minutes generally provide valuable information that can either make or break a legal action involving the association.
Minutes are also very important when homeowners sell their separate interests in a common interest development. A review of the most recent 12 months of the minutes of the directors meetings will provide potential buyers with important information concerning such things as: the associations finances; defective conditions and maintenance issues; neighbor and neighborhood issues. While there are legal obligations for sellers to make disclosures to prospective buyers, frequently they do not for various reasons. Thus, it is important for prospective buyers of a separate interest to diligently review an associations minutes in order to make an informed decision concerning their purchase.

Minutes are the Record of Official Action by an Associations Board of Directors

Minutes are the official record of the actions that are taken by a homeowners associations board of directors. Because an associations board of directors can only take action at a proper meeting at which a quorum is present, there should not be minutes taken at a meeting where there is not a quorum as it is not a legal meeting of the board of directors. If a meeting cannot be conducted because there is not a quorum, the meeting should be canceled or continued and a page noting that no meeting took place because of lack of a quorum should be included in the associations minute book attached to the notice of that meeting and any written waivers of notice.

Items to be Included in Minutes

The following items should be covered in the associations minutes of a board of directors meeting:

  • The associations correct legal name.
  • The date, time, location and type of meeting regular, special, emergency, or executive session.
  • Names of directors in attendance and directors not in attendance, including the office they hold, if any (president, secretary, etc.).
  • Names of guests in attendance who were invited to speak to the board (contractors, attorney, accountant, etc.). Whether a quorum was established.
  • Action on minutes of prior board meeting (discussion, approval or disapproval).
  • Reports of officers and committee members. Description of matters acted upon (items discussed, approvals, delegations of authority, directives).
  • Motions acted upon and votes taken -including details documenting that proper procedure was followed. General description of matters discussed in executive session.
  • Adjournment of the meeting.
  • Secretarys signature.

Motions and Voting by the Directors

Motions that were made, whether or not they were approved should be documented in the minutes by including:

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