Spotlight on: Five Reasons Why Taking Good Meeting-Minutes Is Important
Aug. 5, 2014 — Many boards don't know, understand or care about minutes, seeing them as a chore to be treated lightly, if at all. Some accounts are full of typographical errors and colorful descriptions of the people at the meeting. Others devote pages and pages to speeches on how the garbage is packed. Still others refer to everyone present by their first names in chatty discourses.
Yet verbose and unfocused ramblings can spell trouble as a public record of a corporation. Minutes matter: They can be used to defend the board in court, explain actions to shareholders (and future boards), and offer a picture of the building to potential buyers. How well they are kept reflects on the corporation.
There are five good reasons to be concerned about minute-taking:
Minutes offer the basis of the decisions of the board and the rationale behind them. New boards should be able to piece together what happened in the past from the minutes.
Minutes are an outline of the issues discussed and serve to justify the board's actions. The minutes should always include all the important facts and should record the action taken by a board.
Minutes serve as a reminder of future action. The board can evaluate the progress of projects by tracking them in the minutes.
Minutes should offer pertinent information to third parties not present at the formal meeting. Outsiders, such as potential buyers, can and do examine the minutes to judge the financial and physical condition of the property. The minutes are also reviewed by owners to evaluate the competency of the board.
Minutes are confidential and, once approved, can be used in court to prove the board acted responsibly — or against a building, to prove liability.
What to Include
In devising your minutes, set parameters. Most managing agents agree that less is more and that the amount of detail boards include can sink or save them in court. During litigation, everything is examined: Boards can run into trouble if a member makes a defamatory remark, which is duly written down, or when it rejects a buyer and then explains why.
Wording is important, which is why agents — and on legal matters, lawyers — should review how minutes are phrased. On the plus side, well-written minutes can be used to defend actions taken.
Accurate But Plain-Vanilla
For better or worse, wording can also disguise tensions in the board. Perhaps there are arguments about a lobby redesign that result in a fist fight, broken glass, and a wrecked chandelier. The minutes only report that "a very intense discussion" took place, adding that the director owning the glass and the chandelier would be reimbursed for "accidental damages."
Beware, though: Careful wording is one step away from falsifying — and that should be avoided.
One final note on what to include: Some boards record every vote, including how the different directors cast their votes. Some say that this is the responsible thing to do, since owners have a right to see how the board voted on the issues that affect the vote. Others say that such reporting simply politicizes the process.
Adapted from "On the Record" by Tom Soter, Habitat March 2003
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