Meeting Minutes

Started by TonyN2 • 21 replies • 443 views

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TonyN2 (Illinois)
Posts: 62

Posted:

The more I learned about minutes from Robert's Rules of Order, the more I understood that minutes are only for things that are considered business.

Is it worth taking any sort of minutes even if nothing was decided? Say we had a private board meeting to just discuss a budget. We all were giving input so that when our actual budget meeting came up, we all felt more prepared for questions.
We didn't decide or vote on any motion, should there be ANY minutes of that meeting?

AugustinD
Posts: 1,027

Posted:

TonyN2, this is for an Illinois Condominium Association, correct? I think the Illinois Condo Act requires budget discussion meetings to be open to owners, and that notice be given to owners of such meetings. See (765 ILCS 605/18)

How come this meeting was held in private?

I recommend a very short version of the Minutes, stating the start time, who was present, that budget discussion occurred with no motions, and the end time.

TonyN2 (Illinois)
Posts: 62

Posted:

Thank you, yes that makes sense. Yes, I am fairly new to HOA's and our board was ran in this way so sometimes this is the best I know from example. In the future, this meeting would have a notice for sure.

Ok thanks for your input, I'll make sure to present those minutes at our annual meeting and hold that future meeting in public.

TimB4 (Tennessee)
Posts: 21,062

Posted:

There should be minutes of all meetings:

General membership meeting
regular board meetings
executive session board meetings
committee meetings
any other meeting where there was a quorum of the board and business was discussed.

The fact that the board discussed something should be in the minutes:
The board discussed xyz and chose to continue the discussion at the next meeting OR chose to table the discussion.

The minutes are the corporations first line of defense in any legal issues.

TonyN2 (Illinois)
Posts: 62

Posted:

That's good, thanks. We've been doing this actually, but our lawyer recently said we were "over explaining" on our minutes and it made me think.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Tony

Your lawyer was correct. Minutes must have Motions Made and how voted on in them. Other then that, they need very little else. Now I do suggest more be added to keep people informed but keep it short and sweet, such as: Repainting the hallways was discussed but no action was taken. That discussion ight have been 5 minutes or 30 minutes. No need to elaborate.

If you get criticism about the Minutes not containing enough, tell them to attend a meeting and hear it all.

KerryL1 (California)
Posts: 14,550

Posted:

Looks like every post above is helpful Tony. It's really important to follow the laws an hold open meetings in IL, which, yes, usually means you should provide a notice & agenda for the board meeting in a public place. You need to review your Bylaws and IL statutes on the latter.

Tony, you also wrote: "I'll make sure to present those minutes at our annual meeting and hold that future meeting in public." But, Board meeting minutes should be presented to the board for approval at a board meeting. At the annual meeting, minutes form the previous annual meeting might be presented for approval (if not somehow approved at a previous meeting of the members.

Do your Bylaws or IL statutes require that you use Robert's Rules for board meetings? Whether they do or not, here is a really useful site for anyone interested in hw to writ minutes, and many other topics. Note it's by Calif. HOA attorneys so some materials applies only to CA. But music of it help with ANY board in the nation.

Go to their excellent Index to meeting minutes and click on it to lead to a very nice sample. Davis-Stirling.com

MichaelT21 (Arkansas)
Posts: 462

Posted:

As others said, there is no such thing as a "private Board meeting" in my state and probably not most other states. Our CC&Rs and state law require that our members be allowed to observe all meetings, which we comply with.

TonyN2 (Illinois)
Posts: 62

Posted:

Quote:

Posted By MichaelT21 on 09/06/2022 10:51 AM
As others said, there is no such thing as a "private Board meeting" in my state and probably not most other states. Our CC&Rs and state law require that our members be allowed to observe all meetings, which we comply with.

In Illinois, there can be private board meetings to discuss certain things. However, this topic is does not fall into that category.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By TonyN2 on 09/06/2022 11:24 AM

In Illinois, there can be private board meetings to discuss certain things. However, this topic is does not fall into that category.

Most states allow for BOD Executive Sessions (BOD Members only) but what can be discussed is limited to typically legal and personnel issues plus no motions nor voting can be held. In SC our BOD can have discussions via Email and phone so we can be better prepared when we meet. Check in IL for such.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Quote:

Posted By TonyN2 on 09/06/2022 11:24 AM

In Illinois, there can be private board meetings to discuss certain things. However, this topic is does not fall into that category.

Even those should have minutes.
Even if only to document that a quorum was present.

MichaelT21 (Arkansas)
Posts: 462

Posted:

Negative on "executive session" being the same as a "private Board meeting"

Board meetings are required to be held in open session, however, the meeting may be adjourned and reconvened in executive session, so a portion of the meeting can be without homeowners present.

No decisions are made in executive session and no meeting minutes are taken to record what was said during executive session.

After the executive session portion has concluded, the executive session meeting is adjourned and then reconvened in open session, at which point any motions that need to be passed based on the executive session discussed are introduced, seconded, and voted upon.

Those decisions are recorded in the meeting minutes.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By MichaelT21 on 09/06/2022 2:00 PM
Negative on "executive session" being the same as a "private Board meeting"

Board meetings are required to be held in open session, however, the meeting may be adjourned and reconvened in executive session, so a portion of the meeting can be without homeowners present.

No decisions are made in executive session and no meeting minutes are taken to record what was said during executive session.

After the executive session portion has concluded, the executive session meeting is adjourned and then reconvened in open session, at which point any motions that need to be passed based on the executive session discussed are introduced, seconded, and voted upon.

Those decisions are recorded in the meeting minutes.

This is for who, Rhode Island, Washington state, the United States, who exactly?

MichaelT21 (Arkansas)
Posts: 462

Posted:

Quote:

Posted By MaxB4 on 09/06/2022 2:07 PM

This is for who, Rhode Island, Washington state, the United States, who exactly?

South Geolina

KerryL1 (California)
Posts: 14,550

Posted:

Tony, you need to know about executive sessions in IL & in your bylaws. MichaelT might be referring to executive session in WA or he might be making stuff up because he doesn't like to read state statutes.

Anyway, in CA, an executive session may be held at any time with 2-days posted notice of it and a sparse agenda, e.g. personnel matter; Owner discipline. Minutes are kept, e.g, xx xx was fined $100 for xxx. Raises for custodians will be xx for xx & xx; xx for x, and xx for x.

The correct name is executive session (not private meetings)

AugustinD
Posts: 1,027

Posted:

I agree MichaelT21 is making things up. Prime example: Any vote by the board to take xyz legal strategy, based on taking or rejecting advice of counsel, is privileged.

MichaelT21 (Arkansas)
Posts: 462

Posted:

No, I'm not making anything up. I'm not an attorney and don't try to play one on TV, but I spent about 3 months listening to weekly legal sessions presented by a HOA law firm in my state. The sessions extensively focused around how to properly run a meeting so decisions would be made in a manner that would be supported by the courts. This law firm went through on many occasions to describe the proper method of conducting executive session and documenting decisions that were made.

I don't enjoy digging through state laws and trying to translate what the attorney's said into which part of the nonprofit corporation act in my state covers that opinion. Attorneys are paid to do that for us, and I trust what the HOA attorneys have told me.

California is far more rigorous than other states with regards to many things on how HOAs are run, and even in my state, condo law is more stringent than single family homeowner association law. I'm not surprised that Kerry sees things through a different light.

However, in no case do I want people here to think that I "make stuff up" when writing.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By MichaelT21 on 09/07/2022 4:29 AM
I'm not an attorney and don't try to play one on TV, but I spent about 3 months listening to weekly legal sessions presented by a HOA law firm in my state.

Apparently, that didn't do you much good.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Quote:

Posted By TonyN2 on 09/06/2022 4:55 AM
The more I learned about minutes from Robert's Rules of Order, the more I understood that minutes are only for things that are considered business.

Is it worth taking any sort of minutes even if nothing was decided? Say we had a private board meeting to just discuss a budget. We all were giving input so that when our actual budget meeting came up, we all felt more prepared for questions.
We didn't decide or vote on any motion, should there be ANY minutes of that meeting?

Hi Tony,

For the sake of good HOA community communications, I'd submit meeting minutes much along the lines of how you've described the budget planning meeting.

Meeting as called to order at 7pm with directors X, Y & Z present.

The board discussed the proposed 2023 with no votes taken

Meeting adjourned at 8:15pm.

NOTE: You have no requirement to offer even this level of information as it's not needed but the meeting certainly wasn't informal.

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