Many newly elected board members know that minutes of the board meetings must be kept, but they do not fully understand what is to be recorded in the board minutes.
First of all, the board minutes ARE NOT A TRANSCRIPT of who said what. Rather, the minutes are a summary record of the business conducted at the board meeting and in particular, any decisions made by the board.
Following are some guidelines as to what should be included and what should not be included in the minutes:
- Confirmation that the meeting has been duly constituted: proper notice of the meeting has been sent to all directors and a quorum of directors is present.
- Approval of the minutes of the immediately preceding board meeting.
- The name of the person acting as recording secretary at the meeting.
- A list of all of the directors present at the meeting (either in person or by way of teleconference) and all invited guests (i.e. anyone who is not a director), including the corporation’s property manager and legal counsel.
- Any disclosures made by a director of a direct or indirect conflict of interest in a contract or transaction or proposed contract or transaction to which the corporation will be a party. As any director who has made such a disclosure is not permitted to vote with respect to that contract or transaction and is not permitted to be present during the related discussion, the minutes should reflect that the director with the interest did in fact leave the room during the discussion and vote.
- The subject/topic of any presentations made to the board.
- A record of all resolutions duly passed by a majority of the directors and in particular, any decisions or approvals from the board that the Condominium Act specifies must be passed by the board. The minutes can reflect that a resolution was passed after discussion by the board, but the minutes should not summarize the discussion as to who said what about the subject of the resolution.
- There is no need to specify how many directors or which directors voted for or against a particular motion. However, when a director specifically requests that the minutes note that the director voted against a resolution that was passed by the board, then the minutes should reflect this. This may occur when the board has made a decision on a very contentious issue. If any director has abstained to vote on a particular resolution that should also be noted in the minutes.
- Where the corporation’s legal counsel has provided legal advice at the board meeting or previously in a written letter or memorandum, the actual advice or opinions from legal counsel should not be reflected in the board minutes in order to preserve solicitor/client confidentiality. But the minutes can note that a resolution was passed after discussion with and advice from legal counsel.
- The minutes should not record any defamatory or potentially defamatory statements made at the meeting about any person.
After the minutes of the meeting have been prepared, a draft of the minutes should be circulated to all of the directors who will have the opportunity to point out any errors or omissions in the draft minutes when the minutes are provided for approval at the next board meeting.
It is important to keep in mind that minutes can sometimes be controversial. To avoid many of the issues that do arise as a result of disputes over what was contained in the minutes, it is best to outsource minute taking to third party professional minute takers. This will ensure that the minutes accurately record the decisions and discussions that took place at the board meeting should a dispute arise later.
