I often take the minutes of our client associations’ Board meetings. Somebody has to do it and I know of very few people who enjoy the task. Minutes of Board and annual meetings are a statutory requirement of the association, which is a non-profit corporation. And there are requirements concerning the content of minutes, unsurprisingly. Yet surprisingly, they are minimal. (Minimal…minutes: see the mnemonic here?)
Minutes are the official account of action taken at a meeting. They must include items like date and start and end times, those in attendance and actions such as motions and votes as the meeting moves through the agenda. It surprises a lot of people that good attorneys will tell you that that is about all that you want in the minutes.
Minutes are not a transcript. They are not a substitute for attending the meeting. An oft-heard criticism is that people want to see more detail in the minutes (especially when I take them). More like a newspaper article, they want to know the text of the discussions and who said what. Entirely understandable and laudable. To that I recommend that the association produce non-official notes or a newsletter. That is more a topic about communication adequacy and belongs in a subsequent blog. Wait for it…
Good attorneys (and management firm brokers) are concerned with liability. Minutes, being the official record, carry a certain amount of exposure to liability. Minimizing liability means minimal minutes.