How Detailed are your Association’s Minutes?

By: Josephine O. LaleyeWhenever your association has a meeting – regular or special – minutes need to be recorded. They are important legal documents that should clearly convey intentions of the board of directors, committees, and the association. Not only do they hold important information for auditors, but they also provide a benefit to the association.Meeting Minutes 101Even if your association has made use of minutes for a long time, it’s always good to double-check that you’re covering the basics. Following is an overview of some basics when it comes to recording your association’s minutes:

• Record them for all meetings held by the board of directors and committees of directors, or meetings of general membership.

• Include complete details of important events

  • Use a clear, narrative format and include the intentions of the board. This helps prevent misinterpretations and incorrect assumptions.

• Describe the discussion leading up to any decisions or votes

  • If a decision is reached by vote, the minutes should state who made the motion, who seconded, those in favor and those opposed to the motion. Votes made via email should be included.

Proper Meeting Details for AuditorsAll meeting minutes should be made available to the auditors for review during the audit process. While the following list isn’t comprehensive, it can be a useful guide to know the level of detail your auditor expects to see in the minutes.

• Approval of the operating budget

• Elections of directors and officers and/or resignations

• Decisions to hire or dismiss a management company

• Changes to bank accounts, including opening or closing accounts and updating authorized signatories

• Discussions about insurance, including claims activity, if any, and meetings with the association’s insurance agent about coverage amounts and adequacy of coverage

• Approval of contracts or expenses, which should clearly state the names of vendors and amount approved for the expense

  • The exact dollar figure or estimate should be noted, or – if unknown, the board can approve an expense with a budgeted amount

  • The prices or rates and terms of contracts should be included

• Authorizations for transactions, including bank account transfers, interfund transfers, and related party transactions

• Agreements on investment policies, capital expenditures, and/or asset acquisitions

• Increases and/or changes in assessments, including approval of additional or special assessments

  • Percentages of increases/changes and grounds for additional or special assessments should be clearly noted

• Discussions of significant events that have occurred or are pending

How to Handle Sensitive IssuesAll sensitive matters should be discussed in the executive session meetings and recorded in the executive session meeting minutes. These sessions and their minutes should be closed to the general membership. Sensitive matters may include the following:

• Delinquency and collection matters

• Legal matters and claims against the association and/or the board of directors

• Personnel matters

Tips for Generating MinutesRecording the minutes while also participating in the meeting may be challenging. The association may choose to tape record the meetings and later have them transcribed. Many associations are using the services of professional meeting minutes recorders.For assistance with audit preparation or to learn more about how detailed your minutes should be, contact DeLeon & Stang to speak with one of our advisors.