Just a “Minute”!!

The phrase “in a New York minute” is supposed to mean in an instant. Or, as Johnny Carson once said, it’s that split-second interval between a Manhattan traffic light turning green and the guy behind you honking his horn. 

On the other hand, if I holler “I’ll just be a minute” while scrambling around in my closet for the right outfit, I don’t know about you, but the unsuspecting person waiting on me likely will be waiting another 15 minutes.

As we all know, the actual definition of a “minute” is 60 seconds. Yet interestingly enough, the word has morphed into at least two forms of slang that have opposite connotations and reflect something other than its true meaning. One can say the same thing about the philosophy of keeping meeting minutes.  On the one hand, some boards feel that minutes should capture every single statement made or detail observed, with the result bordering on a verbatim transcription of the meeting. This is ineffective, unnecessary and a big waste of time. 

Other boards may capture only the names of the attendees and whether an action item on the agenda was approved or not.  Without including, for example, the language of the motion itself, or detail on the specific action that was approved, the board may be setting itself up for confusion when it comes time to carry out the decisions, or to prove that particular action was approved. 

Effective minutes should be somewhere in between the above examples.  Minutes are records of the official action taken at a meeting and, if written well, can be helpful for many reasons, including the following:

• They are a critical record in the event the board or association is sued;
• They can be used as protective measures for the board;
• Often they are the only record of actions taken by the association and board;
• They establish and protect the authority of the board's actions;
• They can be used to show the granting of authority to a specific board member or office to perform a specific act;
• They can protect directors from breach of fiduciary duty and malfeasance claims.

Are minutes required?
Section 38-33.3-317(1) of the Colorado Common Interest Ownership Act provides that the Association must maintain certain records for purposes of document retention and production to owners, including “minutes of all meetings of its unit owners and executive board”.

This requirement is mirrored in Section 7-136-101 of the Colorado Revised Nonprofit Corporation Act, which provides that a nonprofit corporation shall keep as permanent records, “minutes of all meetings of its members and boards of directors”.

In addition, your bylaws and/or conduct of meeting policy might prescribe specific requirements for minute-taking, so be sure to review your governing documents for potential requirements.

What are some general principles for drafting effective minutes?
I’m sure you’ve heard us say minutes are minutes, not hours. You shouldn’t have pages and pages of he-said, she-said discussions.  Rather, stick to the basics. The minutes should capture the actions of the meeting and certain details. Here are some practice pointers in drafting minutes:

• Consider using a recording secretary who is not a member of the board.  This frees board members to fully engage and participate in the meeting.  And the recording secretary can devote attention to taking accurate notes.
• Use headings for ease of reading.
• Anyone reading the minutes should be able to easily understand what actions were taken and how they were approved.
• Although including the rationale for the decision is appropriate, there is no need to include the discussion on the motion, or who said what. Summaries of debates are unnecessary.
• Minutes should be brief and concise; taking minutes is not the same as dictation.  However, consider including just enough information to show that the board fulfilled its fiduciary duty in taking the action or to show that the action was properly taken.
• Sample content for minutes:
• Association's name and the words "Minutes of the Meeting of (name of association)";
• Date, time, place of meeting;
• The statutory or bylaw authority under which the meeting is called and whether it is a regular or special meeting;
• The persons present, the persons absent, or the members or directors represented in person or by proxy, and that quorum was established;
• A statement that the meeting is held pursuant to actual notice or waiver of notice. If notice has been waived, the signed waivers should be attached to the minutes;
• Approval of minutes of previous meetings;
• The substance of the issues or action items presented at the meeting, how they were submitted, and by whom;
• The decision or vote on each proposed matter or resolution and in the case of substantive matters, the outcome of the votes;
• The presentation of all reports, with copies attached if the report is written and a summary of the report if it is oral;
• A summary of the other business which came before the meeting.
• Executive session minutes:  Per C.R.S. 38-33.3-308(7), the minutes of an executive session shall indicate “that an executive session was held, and the general subject matter of the executive session”.  And, remember that the board may only go into executive session for the subject matters stated in C.R.S 38-33.3-308(4).

When are minutes approved?
Minutes should be approved at the next board or membership meeting.  Only after minutes have been approved should the secretary sign them, with a statement that the minutes constitute the official record and minutes of the meeting.  If asked for a copy of the minutes before they are officially approved, make sure to stamp “Draft” on the minutes, and explain that they will be officially approved at the next meeting.

Minutes, if drafted appropriately, can make all the difference in the successful operation of an association.