All actions by the Association’s members and the board of directors should be evidenced by resolutions adopted by the members or the board of directors. The resolutions should be contained in the minutes of actual meetings, or in written consents, with voting of each participant indicated, in lieu of actual meetings.
Any action by members that may be taken at a meeting may be taken without a meeting if a written consent to the action is signed by all of the members. Action by the board may be taken at a meeting. Additionally, action can be taken by the board, without a meeting, as long as each director, in writing, votes for, against or abstains and waives the right to a meeting. All minutes, or consents and votes, should be kept in the Association’s permanent minute book.
Board meetings are open to attendance by members, or their representative, by state statute. Board meetings may be closed (an executive session may be held) for confidential business items, as specified in the Colorado Common Interest Ownership Act.
If actual member or board of directors’ meetings are held, there is no mandatory procedure for conducting meetings, unless a procedure is set forth in the bylaws. Sometimes, Roberts Rules of Order are specified to be followed in the bylaws. At all meetings, it is always necessary to follow requirements in the bylaws.
All meetings should be conducted with fairness and good faith, and provide an opportunity for all participants to be heard.
Usually the community association manager, the manager’s assistant, or the Association secretary keeps the minutes. The only guidelines for recording minutes are that the person taking the minutes must comply with instructions given by the board of directors and by the chairperson of the meeting, and he or she must compose the minutes in such a way that they constitute an accurate and complete record of the action taken by those at the particular meeting. Otherwise, the person taking the minutes has broad discretion in the manner in which the minutes will be kept.
As a very general guide, the minutes should include at least the following:
- The name of the Association;
- The date, place and time of the meeting;
- The statutory or bylaw authority under which the meeting is called and whether it is a regular or special meeting;
- The persons present, the persons absent, or the members or directors represented in person or by proxy;
- A statement that the meeting is held pursuant to actual notice or waiver of notice. If notice has been waived, the signed waivers should be attached to the minutes;
- Approval of minutes of previous meetings;
- The substance of the issues or action items presented at the meeting, how they were submitted, and by whom;
- The decision or vote on each proposed matter or resolution and in the case of substantive matters, the outcome of the votes;
- The presentation of all reports, with copies attached if the report is written and a summary of the report if it is oral;
- A summary of the other business which came before the meeting.
It is important to correctly report the vote on each resolution. If the vote was unanimous, that should be stated. If any member or director abstained or dissented, his or her name and vote can be listed.
If a director has an “interest” in the particular action or business item presented to the board, such as if the contract being considered by the board of directors is with a business in which the director (or a related person) is a supplier or in which that director has an ownership interest or creditor interest, it should be noted that the conflict was disclosed or known to the board, that the contract or transaction is fair to the Association and that the contract or transaction was approved by a majority of disinterested board members in good faith; or, after disclosure to the members, is approved by the members.
The name of the members present at a members meeting may be noted if the group is small. In any case, the presence of quorum of members in person and by proxy should be noted.
Informal activity which occurs during a meeting should not be described in unnecessary detail. However, informal information about tentative Association plans and current business conditions may be reported if it was discussed at the meeting. And, if the chairperson obtains the informal consensus of the group on any particular matter, the minutes should express the reaction of those present.