HOA Board Meeting Minutes - A Brief Overview
Although by no means glamorous, HOA board meeting minutes are an all-important piece of the HOA puzzle. You will want to master every aspect of them in order to help run your HOA smoothly. In this post we look at who's responsible for the minutes; how to prepare them; what to include and (as importantly) exclude; what to do with them when they are done; and the importance of rule books and state-specific exceptions. Most Importantly what are board meeting minutes legal requirements?
Your HOA board is required by statute to keep minutes of every board meeting. The HOA board secretary, who is typically the board chair in small HOAs, is responsible for taking the minutes. However, they may delegate the duty to another, who will then serve the role of assistant secretary. In that case, the official secretary will still need to sign the minutes, and the minutes should take note of the change. In some instances, homeowner associations may elect to have the HOA management company take the minutes.
The HOA meeting agenda will give you a good sense of the motions, proposals and other key actions and activities that are to come. Accordingly, you can use the agenda as an outline for your minutes before fleshing out the precise wording of each action-item as the meeting progresses.
To help prepare the minutes, in some cases the secretary can also use technology to record open meetings (although not executive sessions).
What specifically to include
The initial paragraph
According to Robert's Rules of Order Newly Revised (the definitive resource for parliamentary procedure in the U.S.), the minutes' initial paragraph should include basic contextual information: date, time, location, organization name and type of meeting. It should also include a list of notable individuals present—namely, directors and invited guests, referring to them by both name and title. It's also important to note whether the association's lawyer is present, as the attorney-client privilege will extend to certain communications referred to in the minutes. The first paragraph should also cover whether the last meeting's minutes were read at the meeting, and whether or not they were approved.
The middle paragraphs
According to Robert's Rules, subsequent paragraphs—with the exception of the last—should each cover one motion, action or decision. The main content is often motions. Here the final, agreed-upon wording of each motion is of critical importance. The minutes should also take note of the directors' votes on each motion. Other important actions and activities to note (but not necessarily fully document) include the treasurer's report, committee reports and the contributions of guest speakers.
The final paragraph
According to Robert's Rules states the last paragraph simply needs to state the time at which the board adjourned the meeting.
The secretary can attach various documents to the minutes, but only with HOA board approval.
What not to include
Not only for brevity's sake but also for legal reasons it's important to stick to recording actions and events while excluding commentary and opinions (other than votes). Equally important, and for the same reasons, it is important to exclude letters and any other correspondence. The general advice given in Robert's Rules is that the minutes should serve as a record only of the final form of the key actions.
After the meeting
By most statutes, the association must distribute or otherwise make the minutes available to association members within 30 days of the open meeting. If not provided, the board could risk penalties. Moreover, the board needs to keep the minutes accessible to members going forward and post an annual notice of their members' right to review open meeting minutes.
Always consult Robert's Rules for a more detailed treatment. Also, it is best practice to always check with your state's laws governing HOA meeting minutes, as you may find an exception to one or more of the general guidelines reviewed here.
Who Signs the Meeting Minutes? The Secretary should sign the meeting minutes of any Community Association Board Meeting to acknowledge that they have been seen and recorded by the board.
Can You Record the Board Meeting? If you are planning to record Community Association board meetings, it's important to check state laws, as well as the community bylaws to ensure you are legally allowed to record. In Texas, for instance, a one-party consent state, which means that you only need consent from one person to record a conversation in which that person is participating. Texas Penal Code 16.02(c)(4).
It's a lot to take in. Yet when it comes to HOA meeting minutes, you can't just wing it. So remember these key points: always have the secretary (often the board chair) or designated assistant secretary take down the minutes; use the HOA meeting agenda, and in some cases a literal recording, to help prepare; follow Robert's Rules' with an initial paragraph that covers the context, a set of action-based middle paragraphs, and a final paragraph with the adjournment time; exclude commentary and opinion; make the minutes (and the rights associated with them) readily available afterward; and consult with Robert's Rules and your state's regulations for greater details and important exceptions. With this time-tested approach, you should be well on your way to mastering your minutes.