The worst basis for a set of good minutes is a bad meeting. If the president does not understand or practice the fundamentals of parliamentary procedure, the resulting minutes will reflect the inevitable chaos. Minutes are the record of the official action of the assembly. So there must be a vote of the assembly to have any official action. If a meeting has no voting, it isn't a meeting, but rather a collection of people engaged in discussion. It is also a waste of time.
Taking minutes is not taking dictation. As the name implies, minutes should be brief. Brevity, however, often requires more thoughtfulness than long windedness does.
It is not necessary for the secretary to be a member of the board. Often someone is hired or appointed to this task. This frees the board secretary to participate in the debate. Since the property manager is hired to inform and give counsel to the board, it is unwise to shackle the manager with the minute taking task either.
As a minimum, the minutes should include:
- The exact legal name of the homeowner association.
- The date, time and place of the meeting.
- The names of the persons present in an official capacity. If there is an open meeting, the non-voting audience need not be included. However, if the meeting is a membership meeting, a roll should be taken, and the number of persons or votes present should be announced, or at least a quorum announced, and entered into the minutes.
- The motions voted on, exactly as finally made, seconded, and passed. There is no reason to include the discussion, the revisions of the motions or who said what. None of these is an official action. The minutes should include the background for the motion so it's understood why it is relevant.
To keep the meeting on track, the motion should be made before any discussion of the topic. No motion, no discussion. A discussion without a motion is not only officially "out of order, " but also creates chaos. The group should not discuss anything that is not properly presented in the form of a motion that the group can act upon.
A committee report can be made, ending in a motion, if action is required. If no action is required, there must still be a motion to accept the report without action.
- The vote. If the vote is "without objection," it should be so stated in the minutes. If the vote is by voice, only the ruling of the chair need be noted, that is "the motion passed." If a member successfully moves to "divide the assembly" by standing, a show of hands or a paper ballot, the count should be recorded. In a small assembly, it is proper and advisable to show the names of those voting in favor, abstaining and in opposition to a motion. It is especially important to list those dissenting, so that they are not responsible for the consequences of an action with which they disagree.
- The signature of the secretary, preceded by the word "Submitted by." The minutes are not official until they are approved by the assembly at a subsequent meeting. Once approved, they are the official action of the assembly.
- Inclusion in the corporate minutes book. The minute book is the principal record of the corporation. The records should be on good paper, in an official notebook, which should be turned over to the succeeding secretary. The minutes should also be kept in digital files, which can be stored and posted on the HOA's website.
Minutes are the official reflection of the acts of the homeowner association. Without them, the HOA has not acted. Sloppy minutes that merely reflect the discussion of the assembly without putting down its actions, do not support any action.
Excerpts from an article by Gurdon H. Buck. For more on good meeting practices, go to Regenesis.net .
