The Board of Directors for most Condominium and Homeowner Associations are primarily comprised of Officers and Directors. The Officer positions include the President, Vice President, Secretary and Treasurer. While the responsibilities of the entire Board include the protection and enhancement of the value of the property, maintaining the physical components, managing the financial operations, evaluating and addressing risk management, establishing and enforcing community policies, and the preservation and promotion of community harmony.
However, the purpose of this article is to focus on the importance and value of the Secretary and how s/he’s role is vital to the operations and continuity of the life span of the Association’s records and decisions made over time. While most think the duty of minute taking as a primary focus of the Secretary, and this is mostly true, some of the other duties entrusted to the Secretary include the maintaining and updating of the Associations governing documents, policies and resolutions, correspondence, contracts, financial statements, committee reports, tax returns, insurance policies and claims, legal files, member contact and mailing lists, equipment warranties, and so on. That’s quite an obligation even under the best of circumstances.
Then there’s also the recording and maintaining of the Board Meeting minutes. The life cycle of Board Meeting minutes begins with recording the decisions at the meeting and ends with the appropriate purging of recorded minutes from past meetings.
When taking the minutes at the meeting it is important to have a plan or formal format. I recommend simply using the agenda to note what motions were made and by whom as well as decisions finalized by the Board as well as the vote tally, not including names. This is a quick and easy way to record the meeting and provides the opportunity to still be engaged in the meeting. Items to record in the minutes include the approval of the prior meeting’s minutes and any agenda items that are expected to be voted upon; be sure to record if an agenda item is tabled as well. Should we record the Board’s discussion on a particular agenda item as well? While I recommend against this as it holds no bearing on the Board’s final decision on the topic and may highlight a division within the Board which may garner support from those that oppose the final outcome; in the best interest of the community, the Board should be regarded as a united decision-making body. However, there is no rule or bylaw that speaks to oppose this and it is ultimately up to your Board’s preference to include the discussions in the minutes.
Let’s keep in mind that while the Secretary is responsible for the Board Meeting minutes, s/he does not have to perform this duty during the meeting. Other options include having a community volunteer step up and assist the Board or you may even consider hiring someone to do this task; most management companies can arrange for someone from their office to do this in their spare time or may even provide this service on an al-a-carte basis. I highly recommend that you do not request or require your Community Manager to perform this function. Your Community Manager has put a lot of time and energy into the meeting and needs to remain completely focused on it, not recording it.
Now that we have noted the decisions of the meeting, it’s time to create a formal draft [ yes that’s an oxymoron ] for the Board’s review to ensure that everyone agrees it is a true reflection of the meeting and that nothing was omitted. This will not constitute an approval of the minutes but will aide in expediting the approval of the minutes at the next regularly schedule Board Meeting. With this informal process in place and barring any anomalies, we anticipate that the minutes will be approved.
Once the minutes are approved, we will need to make them readily available to the Association’s Membership. There are several ways to accomplish this, such as:
• Copy and mail them to the Membership. While this will ensure that each member receives a copy, this can be a very costly venture.
• Email them to the Membership. This is extremely cost efficient but may not reach all of the members.
• Post them on your Community’s website. Again, this is very cost efficient and they can be obtained by a vast majority of the Membership as it is an easy, private access for members.
• Post them on an online group such as Google or Yahoo, if you utilize such a service, which is similar to posting on your website.
• Simply make them available upon request.
From my experience, I have found the latter to be the best option as the cost is extremely minimized, most members won’t read the minutes even if you mailed them to the entire community and still provides for those that are interested in receiving a copy of each meeting’s minutes. Of course, there are Association’s where this simply wont work and will require an alternative approach so that all members may obtain a copy. In such cases I recommend a combination of the prior options; email to those that you have quantified email addresses for, post on your website or online group, and copy and mail to the remainder. This alternative provides the minutes to all members and minimizes the mailing expenses to only those that need it.
Regarding the proper purging of your minutes, your local, state or governing document’s regulations on the life span of Board Meeting minutes may vary or not even speak to the subject. I suggest consulting your Association’s legal counsel and/or CPA to affirm the timing of such removal from the Association’s records.
As we can see, the role and duty of the Association’s Secretary is vital to the continuity and sustainability of the records and actions of the community, which is a priority interest for many organizations. So, the next opportunity you have, take the time to thank your Association’s Secretary for the hard work s/he does for your community.