Attorneys representing homeowner associations are often asked about the requirements and procedures for taking meeting minutes and preparing agendas. This is especially true for self-managed associations with volunteer boards who may have less experience organizing and conducting meetings. This article discusses some of the legal requirements as well as best practices as they pertain to minutes and agendas.
Meetings Minutes
Meeting minutes are records of official actions taken at meetings. Usually the association’s manager or secretary prepares the minutes. Colorado law requires that homeowner associations keep minutes of all meetings of its members and its board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors. All actions taken by the association, or owners, at these meetings should be evidenced by entries in the meeting minutes.
Although board meetings are open to attendance by all members, under certain circumstances the law permits the board of directors to hold executive sessions or “closed door” portions of a meeting that are not open to the members. In the event the board of directors holds an executive session, applicable law requires the minutes reflect an executive session was held, the general subject matter of the executive session, and the time the board went into, and came out of, executive session.
Although meeting minutes are not required to be taken in executive session, the law now prescribes that any documentation from executive sessions are no longer available to inspection or copying by owners. Therefore, if a board decides to take minutes during executive session, such minutes should be kept separately from other minutes so they are not inadvertendly disclosed.
As the name implies, “minute” means small and “minutes” should be brief. However, it is imperative to keep accurate and complete minutes. Although the law requires associations to take minutes, preparing minutes doesn’t have to be difficult. If you are responsible for taking minutes at your association’s next meeting, here are some general tips that can help to ensure that your minutes are up to the task:
- Summarize, don’t transcribe;
- Follow the agenda;
- Include the basics (name, date, time, place, persons present, purpose);
- Report the motion and vote (who motioned, who seconded, and how the vote came down);
- Document disclosed director conflicts of interest;
- Attach committee, officer, and other reports provided during the meeting;
- Record action items;
Finally, the minutes for each meeting should be distributed at the next like-meeting for review and approval. Before approving, the board/members should ensure the minutes are accurate and complete. If any changes are necessary, the minutes should be amended and then approved as amended. The approved minutes should be kept with the association’s corporate records and available for review association members.
Agendas
An agenda is a list of items to be considered, discussed, or decided at a meeting. The agenda is intended to give notice to the possible attendees of the issues to be discussed and voted upon at the upcoming meeting. This allows interested individuals an opportunity to attend meetings and hear and/or participate in various discussions and votes on matters of interest to them.
Agendas for meetings of the executive board are required to be made “reasonably available” for examination by all members of the association. This typically means, copies of the board meeting agendas should be brought to such meetings and provided to owners who attend. Additionally, if an owner requests a copy of a board meeting agenda before the date of the meeting, if the agenda is prepared it should be provided to the owner.
Annual meeting agendas are typically mailed out with the meeting notices, however, it is also possible to hand out the agendas at the meeting itself. Generally, best practices dictate that agendas for annual meetings be made available and provided sooner rather than later, so to the extent a board has the annual meeting agenda ready at the time it sends out notice of the meeting, it is best to send the agenda (even if in draft form) out with the notice.
For more information concerning issues pertaining to board of director or member meetings, visit our website at altitude.law and register for one of our free educational programs for board members.