Colorado Homeowners Association Law Blog

Have you ever had an opportunity to review minutes of a meeting, and from what is written, you are able to create a mental picture of who was actually speaking and what they were saying? Not only that, from the words written, you can glean the emotion with which everything was said and delivered. That’s all well and good for writing a novel, but it is the exact opposite of what should be done when preparing minutes.

Minutes should be minutes, not hours. That’s what we say when we are provided with a copy of the minutes of a board meeting or members’ meeting and they go on for pages and pages, with a transcription of everything said and the demeanor in which it was said.

In such cases, it appears to be the minute taker’s intent to capture all of the drama that occurred at the meeting, making sure it is preserved for eternity. However, with certain minor exceptions, minutes should be a record of what was done at a meeting, not what was said. And, what was done should be delivered in an objective, non-emotional manner. Further, minutes should never reflect the secretary’s opinion, favorable or otherwise, about what was said or done.

So what should your minutes contain?

• The name of the association; the kind of meeting (regular or special);
• the date, time and location of the meeting;
• in the case of a board meeting, the names of the board members present; in all cases (board and members’ meetings), that a quorum was present;
• whether minutes of the previous meeting were approved along with any changes or corrections to those minutes;
• motions made (with the exact language of the motion) and who made the motion, and its disposition (with the facts as to whether the motion was discussed, debated or amended – to demonstrate the board’s compliance with the business judgment rule it is sometimes useful to be briefly describe the nature of the discussion);
• in the case of members’ meetings, the outcome of any vote, with the vote tallies for each side of the issue, without reference to the identity of the members’ voting;
• in the case of the board entering into executive session, that an executive session was held and the general subject matter of the executive session;
• the time of adjournment; and
• the Secretary’s signature and date when signed.

What need not be contained in minutes?

• the name of the seconder of any motion;
• who voted for what motion (particularly at members’ meeting);
• unless the Declaration or Bylaws require otherwise, actions of a committees need not be recorded in minutes;
• remarks of guest speakers; or
• except as noted above to reflect that debate or discussion was had on a motion, what the debate or discussion was;
• what was done or discussed in executive session.

Once your minutes are prepared, who should approve them? Generally only the people who attend the meeting would have the ability to approve the minutes of that meeting. However, Robert’s Rules of Order says that if the meeting is not held within a quarterly time interval (e.g., annual meetings) and lasts less than a day (hopefully the meetings last less than a day) or where there is a replacement of a portion of the membership (e.g., new owners moving into the community), the executive board or a committee appointed for the purpose has the authority to approve the minutes. While your meetings may not be governed by Robert’s, it is a good guideline to follow.

So remember, minutes should be minutes, not hours. Whenever the temptation arises to write a short story or a novel about what happened at the meeting, resist - and stick to what was done, not what was said.