Tom Soter in Board Operations on June 18, 2013
"You may desire to get information out that you want to be sure buyers see," says Theresa Racht, a partner in the law firm of Racht & Taffae. If, for instance, you want to advertise that there are fewer dogs, you can report in the minutes that a committee has been appointed to look into limiting dogs.
"By putting that in the minutes, you're going to be sure that most potential buyers hear about it," says Racht. A lot of boards come to me and say, 'We want to be sure the buyers are told X — that we're rewriting the house rules or we're rewriting the pet policy. We don't trust the brokers or sellers to tell them.' I say, 'Put it in the minutes.'"
Minutes should be brief but still record all the key facts. "I like to say, 'Less is more,'" advises attorney Steve Wagner, a partner at Porzio, Bromberg & Newman. "Minutes should not include too much detail, but they should also be specific enough so that you know what's going on. They should tell you what actions were taken at the meeting." In short, you want to cut out irrelevant embellishments, like the set of minutes that was so detailed that it reported: "The board adjourned for 15 minutes to go out and admire the sunset."
The board can also evaluate the progress of projects by tracking them in the minutes. "How long have they been debating something?" asks Racht. "You go back and review two or three years, you can count on one hand the issues that are discussed at these meetings. First, there's the meeting to get the Local Law 11 evaluation done. The next meeting is who we are hiring to do it. Then there's the report of who was hired, and so forth. Decisions get made slowly, over time."
In the end, if you want to be judged well — and understood — by future boards and would-be buyers, be careful about what you write. But also be sure to write. For, if you don't, says attorney Ira S. Nesenoff, managing partner of Nesenoff & Miltenberg, "It's like walking into a dark closet with a hood over your head. You don't know what's going to happen."
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