A Guide to Taking Perfectly Proper Minutes
Author: Gurdon H. Buck
Publish Date: November/December 1987
Origin: Common Ground
Most attorneys who specialize in community association law find themselves being asked about the procedure and rules for taking minutes at meetings of the board or members of a community association. The following guide to minute taking addresses this issue.
To begin with, the worst basis for a set of good minutes is a bad meeting. If the president or chair does not follow parliamentary procedure, or understand the fundamentals of running a meeting, the resulting minutes will reflect the inevitable chaos. Minutes are the record of the official action of the assembly. Thus there must be a vote of the assembly to have any official action. If a meeting goes by without a vote being taken, that isn’t a meeting, but rather a random collection of people, “a fortuitous gathering of citizens.” It is also a waste of time. Such a gathering should generate no minutes, except to reflect the opening of the meeting and its adjournment.
As their name implies, minutes should be brief. Brevity, however, often requires more effort and thoughtfulness than does long-windedness.
As a minimum, the minutes should contain the following elements:
- The exact corporate name of the association and the words “Minutes of the meeting of (name of body)”.
- The date and place of the meeting.
- The location and time of the meeting.
- The names of the persons present in an official capacity. If there is an open meeting, the non-voting audience need not be included. However, if the meeting is a membership meeting, a roll should be taken, and the number of persons or votes present should be announced, or at least a quorum announced, and entered into the minutes.
- The resolutions, exactly as finally made, seconded, and passed. There is no reason to include the summary of the debate, the discussion, the side remarks, the various drafts, and revisions of the motions, who said what, or any discussion on any item. None of these is the official action of the assembly. The resolution appearing in the minutes should be as voted upon and passed. If there are reports, they should be accepted by resolution without adoption of recommendations, if in fact they are not adopted, and their text appended to the minutes.
- The resolution should have in it such background and introduction as the assembly has before it for discussion, and approval. Again, the remarks of individual members of the assembly need not be included in the minutes. Those remarks are not the action of the assembly, and can be used in a misleading manner in later interpretations of action of the assembly.
- In a well run meeting, the text of the motion will have been presented in writing before it is brought to action. If it is placed on the agenda for the meeting, or as a conclusion in a committee report, or as a written recommendation by the manager, it is more likely that the assembly will not stray from the issues at hand, and thus make a more reasoned decision, based on revisions and narrowly discussed amendments.
- In light of the above reasoning, the motion should be made before any discussion of the topic. No motion, no discussion. A discussion without a motion is not only officially “out of order,” but also creates chaos. A committee report can be made, ending in a motion, if action is required. If no action is required, there must still be a motion to accept the report without action.
- Minutes need to reflect correct parliamentary procedure. The group should not be discussing anything that is not properly “on the floor,” that is, presented in the form of a motion that the group can act upon.
- The worst examples of minute taking contain extraneous material. Taking minutes is not the same thing as taking dictation. The secretary’s notes are for the purpose of getting the wording of the motions exactly as passed. If the secretary, or any member of the assembly, is uncertain about the wording of the motion, it should be re-read to the assembly before final passage.
- In a fast moving meeting, it may be worth your while to make a recording of the actions to assist the secretary in reproducing the wording of the various motions. The recording, ever, is not the recording of the action of the group. Neither are the secretary in notes. The action is only what the group actually approved.
- It is not necessary for the secretary to be a member of the board. Often a professional secretary, or assistant secretary is hired to take the minutes, or a clerk might be employed to take the minutes and submit them to the secretary for approval and execution. This frees the secretary to participate in the debate. If a secretary is also a director and expected to take part in the debate, it is doing a great disservice to the elected position of the officer to saddle him or her with the job of taking minutes. In a community association, it is sometimes the manager or other employee who records the minutes of the meeting.
- A motion is the agreed upon solution to a problem. The actual direction for action by an assembly should start with the word resolved, which is the resolution of the problem stated in the background statement and discussed in the debate. Thus, a motion that has passed is properly described as a “resolution.”
- The vote. If the vote is “without objection,” the fastest method of passing routine motions, it should be so stated in the minutes. If the vote is by voice, only the ruling of the chair need be noted, that is “the motion passed.” If a member of the assembly successfully moves to divide the assembly by standing, a show of hands, or a paper ballot, the count should be recorded. In a small assembly, it is proper to show the names of those voting in favor, abstaining and in opposition to a resolution. Because of the fiduciary status of the board of a community association, it is advisable to list those voting with respect to all action motion. It is especially important to list those dissenting, so that they are not responsible for the consequences of an action with which they disagree. Best practices dictate that a summary of the dissenting vote(s) be included in the minutes.
- The signature of the secretary, preceded by the word submitted. The minutes are not official until they are approved by the assembly at a subsequent meeting. Once approved, they are the official action of the assembly, no matter what actually occurred. Thus, by approving the minutes with a differing statement of a resolution, an assembly can effectively change its mind.
- Inclusion in the corporate record book. The maintenance of the official records of the corporation is the principal function of the secretary. The minute book is the principal record of the corporation. The records should be on good paper, in an official notebook, which should be turned over to the succeeding secretary upon appointment or election to office.
- Minutes are the sole, official reflection of the acts of the association. Without them, an association cannot, and has not acted. Sloppy minutes, that merely reflect the voices and words of the assembly, without putting down its actions, do not support any action.
Gurdon H. Buck is secretary to the Connecticut Chapter of CAI, and is secretary to the CAI Research Foundation. He is a former CAI National Trustee, and was organizer of the Connecticut Chapter of CAI. Buck is an author of many books and articles on community associations, is a newspaper columnist, and has appeared in many panels. He is an attorney, practicing community associations law in Hartford, Connecticut and was the winner of CAI’s Byron Hanke Award in 1987.
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