Board meetings are where decisions are made, information is shared, and policies are implemented in multifamily communities. The minutes from these meetings are more than just a record of what was discussed; they serve as a reference for all board members and residents. Clear, concise, and accurate minutes maintain clarity and keep everyone informed, providing a legal record of decisions made by the board and/or membership. 

Your board’s meeting minutes should focus on objective facts and decisions, not on personal opinions or comments. They should be brief, summarizing the discussion, and exclude off-agenda topics. “The minutes document actions, and provide transparency and ensure accountability for the actions of the board,” says Barbara Smith, Director of Logistics and Communication at New Jersey-based property management company Corner Property Management. “They should include the date, time, and location of the meeting, attendance, summary of discussions, action items, financial decisions, new business, and motions with final decisions captured.” 

Board members are tasked with upholding community equity and fiscal responsibility, and clear minutes provide accountability and transparency. According to one co-op board president, “Minutes are meant to be a record of the business in front of the board members who represent their community. It’s the business that’s reviewed and approved for the fiduciary benefit of all community members, without exception.” 

The Right Person for the Job

While minute-taking is typically the task of the board secretary, that’s not mandatory; sometimes they’re taken by other board members, or even the property management team. Smith notes that the board may designate a community manager or other professional to record minutes, and notes that this is often the case, allowing a neutral party to capture facts without bias. Fundamentally, it’s the board’s call, says Matthew Gaines, partner at Massachusetts law firm Marcus, Errico, Emmer & Brooks, P.C. “[In Massachusetts] it is up to the board to decide.”

Minutes are typically taken by the board secretary, who then distributes the completed record to the board and files a copy for future reference. Given the importance of the task, the role of the board secretary is paramount, and it’s essential to find the right person to fit the job. 

While it’s not uncommon in many communities to appoint the newest person on the board to serve as secretary, management pros and seasoned board members tend to view that as a mistake. After all, how can you expect that person to step into a meeting where they may or may not know the neighbors they’re sitting alongside, and be familiar with local laws, alteration agreements, and the administrative intricacies of a multifamily community? “You do learn it over time,” notes one veteran condo board member, “but it isn’t something you walk into with instant knowledge.” The secretary also bears the responsibility of signing documents like stock certificates and keeping track of banking details. “The responsibility is huge.” 

Before the Meeting 

The process of preparing minutes starts before the board meeting even begins. Setting a meeting agenda—the list of topics to be discussed during the meeting—is collaborative between management and the board. Often, an agenda is compiled from the previous month’s minutes, management information, and shareholder correspondence. 

Smith recommends that board members review the prior meeting minutes and then approve them at the next meeting. Any corrections or additions should be discussed and captured before final approval. According to her, “The final approved version should be approved by vote and no longer have any options for changes. If an omission or correction is necessary after the final vote, it can be captured in the next meeting’s minutes.” 

Gaines shares that the board should review the minutes following the meeting to make sure they are accurate and make any changes that may be necessary. “There’s nothing essential that must be included [per our state regulations],” he says, “but the minutes should not be a word-for-word transcript of what was discussed at the meeting; rather, they should be a summary of the issues discussed, with notes about any necessary follow-up.”

Handling & Storing Sensitive Information

One key purpose of taking minutes is to ensure transparency and share information with shareholders. Keeping residents in the loop builds trust, promotes clear reciprocal communication, and helps shareholders stay engaged with the administration of the community they call home. 

That being said, board meetings often cover a multitude of topics and issues, and business or information of a sensitive or confidential nature will inevitably pop up, and needs to be treated carefully. Often this means excluding specifics from the meeting minutes, says Gaines. “For example, don’t record specific units or names of residents who are delinquent in paying their condo fees, or any confidential information,” he notes. “Any discussions regarding pending or threatened legal action should also be excluded.” 

Smith notes that because HOA meeting minutes serve as the official records of the association, they must be stored securely and organized for easy access in the future. When storing minutes digitally, the pros recommend using long-term accessible formats such as PDFs. Smith warns against relying solely on email or word processing files like Word documents, as software updates can potentially make those files unreadable over time.

In terms of getting information to residents and maintaining transparency, many communities—particularly larger ones with significant assets and amenities—compile a full year’s report, which they then turn into a document with photographs, explanations, and links to additional reading, and send out to residents once or twice a year. 

Gaines stresses that it is important that the board review the minutes after the meeting for accuracy before they are made available to owners. “As for how long that takes, there is no time period set by [Massachusetts] law. In my experience, depending on the board’s schedule, etc., it usually takes about 30 days.”

Legal & Liability Risks 

It stands to reason that boards should maintain a written record of their actions, not just for recordkeeping and transparency, but also for evidence in legal proceedings and other disputes. According to Gaines, minutes can be used in court by either a unit owner or the association to support or contradict a board decision or action. 

When it comes to what the law says about recording and retaining meeting minutes, there’s often a distinction between ‘closed’ board meetings attended by just the board (and maybe the community’s manager and legal counsel), and annual ‘open’ meetings attended by residents as well. 

Most state laws and individual communities’ governing documents require boards to keep minutes of their open, public meetings, and have specific requirements for making minutes accessible to community and board members upon request. “Access to executive minutes or closed meetings must be restricted, as they typically involve sensitive matters such as legal disputes or delinquencies,” says Smith, “but approved open meeting minutes are available to all association members by request.”

Meeting minutes, to the extent they are kept, are considered records of the condominium, Gaines notes. If a board elects to keep their minutes, there are rules that must be followed. “Pursuant to MGL c.183A, Section 10(c), in Massachusetts, all records of the condominium must be kept for at least seven years, and pursuant to c.183A, Section 10(c), unit owners are entitled to inspect the meeting minutes to the extent kept. They do not need to be stored in a certain way; they can be stored electronically, or as actual hard copies.” 

In Massachusetts, there is no requirement under c.183A for boards to keep minutes, and most condo docs do not require it either, so the regulations on how to properly store them only pertain if minutes are kept. “Given that there is no legal requirement to keep minutes, there are no consequences for failing to keep or approve meeting them, however, it’s a good idea to keep minutes because they can act as a good source of historical information as well as a to-do list for projects or other items that require follow-up.”

Your board has the fiduciary duty to operate in the best interests of your community,  and record and retain an accurate, timely record of the decisions the board makes on behalf of that community. That includes knowing what should—and should not—be included, choosing the right person to record it, and making sure the appropriate records are available to current residents and future boards.

Kate Mattiace is Associate Editor of New England Condominium.