Recording the Minutes of Board Meetings

Most often, the property manager of an association will prepare the agenda for the board meetings. In addition, the property manager will also record the transactions of the board during the meeting; commonly known as the "minutes" of the meeting.

The recording of minutes is an essential function of any business entity. In California, Common Interest Developments are required to maintain minutes pursuant to Corporation Code §8320. Moreover, those minutes serve as prima facie evidence of what transpired at the board meetings.

Thus, I have often been asked, what type of information should the minute contain? Minutes, at a minimum, should contain the following:

	The date and type of meeting
	Who was present and who was absent
	The authority by which the meeting was held and, if by notice, a copy of the notice with a certificate signed by the secretary attesting to the fact that he or she gave the notice to all required persons (which should be attached to the minutes), or a citation to the appropriate section in the bylaws which dispenses with notice
	The time the meeting was called to order, and the fact a quorum was present
	All of the resolutions that were made and their disposition, i.e., passed, failed tabled, etc.
	The time the meeting was adjourned and, if set, the date for the next meeting

The preceding represents the minimum requirements which the minutes must contain. Anything else you wish to put in the minutes is purely a matter of discretion that should be decided upon by the board, with an eye towards what else the board feels would be useful to have in the minutes. It may be that a particular resolution, because of its important nature or division on the board, should contain some discussion as to the pros and cons. Another resolution might not merit anything more than "After a full discussion the following resolution was duly passed."

After meeting the basic legal requirement of the minutes, the inclusion or exclusion of discussion and other matters is something you should be able to deal with as a matter of common sense. Since it is the board who approves the minutes of a meeting, it is the board who determines how much or how little of the extraneous material should be contained in the minutes.
During the course of a typical board meeting, there generally may be one or two resolutions which warrant the inclusion of some limited discussion. Too much detail is just as bad as too little detail - common sense has to prevail. Obviously, the extent of a memorialization of a resolution authorizing the expenditure of $100,000 should probably be a little greater that the memorialization of a discussion regarding a resolution approving a $500.00 expenditure.

With respect to executive session minutes, the minutes should obviously reflect that the board has withdrawn to executive session to discuss a matter and the general nature of the matter should be set forth in the minutes. The nature of the matter generally discussed or authorized to be discussed in the executive session is usually something you do not want memorialized in the minutes. As one Orange County judge stated in a past case, "if you want to keep something confidential, do not put it in the minutes." Given the fact that the discussions in executive session concerning a matter are, by their nature, the type of discussions you want to keep confidential, it would seem inappropriate to memorialize the discussions in executive session minutes.

Working sessions of the board are not meetings of the board. There are no quorum requirements, there are certainly no resolutions passed at these sessions, and there is no reason to have minutes prepared. That, however, is not to say that you may want to take some notes.

Finally, as a general rule, I tend to lean towards brevity in the minutes as I find that the inclusion of extraneous material, particularly when done to excess, makes the minutes much more cumbersome and makes it difficult to isolate and identify the relevant portions. After all, minutes are, in their final analysis supposed to be written as evidence of the resolutions passed by the board. They are not intended to be a transcript of everything that is said during the meeting.