Minutes & Meeting Notes - Okay?

Started by SarahF • 8 replies • 1807 views

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SarahF (Washington)
Posts: 4

Posted:

As a newer Board member, I'm curious if it is okay for a Board member to take personal notes aside from the meeting minutes recorded by the secretary.

I'm concerned a fellow board member is taking personal notes, of which, seem to be inaccurately recorded based on times they've been used to "recollect" what was said.

I fear these are not only a liability, but against proper Rules of Order.
I would love to properly confront this individual regarding the note taking but have nothing to reference to whether it is proper conduct.

From what research I've done, it appears it would not be due to the liabilities involved and the potential for owners to claim there are more than one "set" of records being kept - those for the public and those for personal use.

Any ideas?

Thank you in advance.

Sarah

TimB4 (Tennessee)
Posts: 21,059

Posted:

Sarah,

Anyone can, and should, take notes on what happened at a board meeting. The official minutes are taken by the secretary and then adopted by the whole Board.

If there is disagreement over the version taken by the Secretary, the Board should then amend as needed prior to adopting. If there are disagreements over the amendments, majority rules and the vote should be noted in the minutes of the meeting they were adopted. Example, by a vote of 3 yea 2 nay the minutes of mm/dd/yyyy were adopted.

If there is constant disagreement, the Secretary may want to request permission to tape record the meetings. Note, these recordings (in addition to the written minutes) will become a record of the Association.

Tim

BruceF1 (Connecticut)
Posts: 2,535

Posted:

There is nothing in Roberts Rules to prohibit a person from taking his or her own notes during a meeting.

According to Roberts Rules, the minutes are the official record of the actions taken by the board during the meeting. The secretary records the minutes during the meeting and then prepares the minutes in written form for approval by the board at the next regular meeting. The reading and approval of the minutes is normally one of the first items on the agenda. If, at that time, the person taking his/her own notes feels that the minutes are incomplete or innacurate, that person may object and request that the minutes be corrected. If the majority of the board agrees to the correction, then the secretary corrects the minutes.

According to Roberts Rules, the minutes are required to to contain only the actions taken during the meeting. What is said during a meeting does not have to be recorded in the minutes (that's called a transcript of a meeting), but there is nothing to prohibit this.

As Tim suggested, it may be helpful to tape record the meetings. That would not only make it easier for the secretary to prepare the written minutes afterword, but it would settle any disagreement later.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Sarah,

You may find the attached guidance re. minutes, prepared by Jim Slaughter, who is a professional parliamentarian, helpful.

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📄1712495683871.pdf(28 KB)

LawrenceC1 (Georgia)
Posts: 480

Posted:

I agree that the official minutes should be terse and to the point, including mostly motions made and the resulting votes.

But there is also a need to communicate with the rest of the membership about what is happening in the community, and this requires more detail around each decision. It requires a summary of the discussions, the news from each committee chair, opinions of the board members, and other things.

Ample communication can avoid problems. Transparency builds confidence in the leadership.

Is there a way to have brief official versions of the minutes filed in the corporate records to satisfy legal obligations, and have another version of the minutes distributed to the membership that includes more detail?

Our secretary uses a recording "SmartPen" to capture board meetings, and then transcribes most of the content for the benefit of homeowners who couldn't attend the meeting.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By LawrenceC1 on 07/12/2011 5:33 AM
I agree that the official minutes should be terse and to the point, including mostly motions made and the resulting votes.

But there is also a need to communicate with the rest of the membership about what is happening in the community, and this requires more detail around each decision. It requires a summary of the discussions, the news from each committee chair, opinions of the board members, and other things.

Ample communication can avoid problems. Transparency builds confidence in the leadership.

Is there a way to have brief official versions of the minutes filed in the corporate records to satisfy legal obligations, and have another version of the minutes distributed to the membership that includes more detail?

Our secretary uses a recording "SmartPen" to capture board meetings, and then transcribes most of the content for the benefit of homeowners who couldn't attend the meeting.

I merely stated what is required to be in the minutes according to Roberts Rules. On the opposite end is a transcript of a meeting, which includes detail to the Nth degree and exact wording of everything that is said. The minutes of most organizations that I have been a member of fall somewhere between the two extremes. What each board chooses to include or exclude in the minutes is up to them.

SarahF (Washington)
Posts: 4

Posted:

Thank you all for your input and responses - very much appreciated.
Would you recommend (or not) recording the meetings (audio) so they can be preserved and provided if necessary to Homeowner's in addition to the Minutes?

I'm also reading that notes in Board meetings are not a good idea due to the liability involved and allegations that could be made that the Board is keeping two sets of "notes". That which they want available to the public and that which they want to remain private. I wonder what your thoughts are on that topic.

Our issue is that one party taking personal notes is using them against other Board members, when in fact the notes were either written incorrectly or the person writing those notes is misrepresenting the events. Granted, all those in attendance can rebut their account of what took place, but this Board member writing personal notes is referring to them when questioned by Members of the community and inaccurate reflecting true events.

Any ideas on how to handle that as well?

Thanks again

LawrenceC1 (Georgia)
Posts: 480

Posted:

Sarah,

We keep the audio recording only as long as it takes to circulate the transcript to those in attendance, and to get them to sign off on its content. Then the transcript remains as the document of record and we erase the recording.

There are times that someone at the board meeting says something that they later regret, and unless it is an essential part of a deliberation, it is stricken from the transcript at the request of the person speaking. We also don't include in the transcript anything that should be part of an "executive session", or things that could be considered slanderous or might otherwise lead to a liability.

This is not to say that the board is free to say anything they want simply because they can edit the transcript later. Board meetings are open to all homeowners and comments can be heard by anyone in attendance. Also, comments that are a key part of any decision will be included in the transcript by the Secretary, even if the board member changes their mind afterwards. In cases where a board member disputes the transcript, the audio recording can be used to refresh their memory.

What the audio recording allows us to create is a fair and complete transcript of what the board is thinking and how we came to our decisions. It includes items that we talked about but never voted on, and news about what is going on. Our homeowners appreciate having such a transcript to read and refer to afterwards.

FredS7 (Arizona)
Posts: 927

Posted:

>I'm also reading that notes in Board meetings are not a good idea

Where does this come from, and is there any relevant context?

>due to the liability involved and allegations that could be made that the Board is keeping two sets of "notes". That which they want available to the public and that which they want to remain private. I wonder what your thoughts are on that topic.

The board is not keeping two sets of notes. There is an official record (which becomes the minutes) and one person's personal record.

>Our issue is that one party taking personal notes is using them against other Board members, when in fact the notes were either written incorrectly or the person writing those notes is misrepresenting the events. Granted, all those in attendance can rebut their account of what took place, but this Board member writing personal notes is referring to them when questioned by Members of the community and inaccurate reflecting true events.

This would not be much more significant than the person saying that they remember something different from what is in the minutes. The minutes would then get discussed, and presumably approved with no changes.

>Any ideas on how to handle that as well?

Don't worry so much. Discuss, approve the minutes, and move on. And don't re-elect the troublemaker.

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