In these instances, the decision and rationale should be documented in a separate resolution rather than the minutes. Sometimes, it is important to include the rationale for a decision to show that the board was informed, acted reasonably, and acted in good faith in reaching that decision. ![]() If the chairperson obtains the informal consensus or straw poll of the group on any particular matter, the minutes should express the reaction of those presentĭiscussion on any given action item or resolution should NOT be described in anything other than short, general details, if those details are not within the motion or action item.Information about association plans or current business conditions, if discussed at the meeting.This can be done, subject to the association’s adopted “conflict of interest” policy, by noting: the disclosure of the conflict (as disclosed or known by the board) that the contract or transaction is fair to the association or, preferably, that the contract or transaction was approved by a majority of disinterested board members in good faith or after disclosure.If a director has an “interest” in any particular action or business item (under the association’s conflict of interest policy required under Senate Bill 2005-100), then the minutes should show a record of compliance with that policy.For budget meetings of members, the results of the budget proposed by the board (was it ratified or vetoed).For member meetings, the results of any elections to that board.If no written reports are submitted, then the minutes should include a summary of the report given or that the report was made.A record of reports, if any, with copies attached (if the report is written).Minutes that reflect the decision or vote on the above-mentioned resolutions.These resolutions can be informal, or if more formality is desired, then the minutes should also include who submitted the resolution (made a motion), who seconded the motion and whether the motion passed or failed.Resolutions for any action items acted on at the meeting.An action item on approving (or deferring approval) of minutes of the previous meeting.Names of any guests attending the member meeting.For member meetings, a statement that a quorum of members was present in person and by proxy.The total number of members present in person or by proxy at member meeting.Names of members present in person or by proxy at a member meeting if the community is small.Members present at a board meeting and any guests.Directors present in person or by proxy, if director proxies are authorized in bylaws, for board meetings.Date, place, time and type of the meeting (member meeting vs. ![]() Yet, we recommend these points be a part of the minutes. Typically, failure to include any of the following is not a problem. Minutes of a meeting should include the information below. ![]() Minutes should be composed accurately and completely, as the record of the action (resolutions) taken. ![]() This person should comply with instructions given by the board of directors and by the chairperson of the meeting. Typically, the community association manager, the manager’s assistant, or the association secretary takes the minutes. Minutes are, as a matter of law, intended to reflect action (resolutions) taken by the acting body (the members at annual or special member meetings, or the board at board meetings). Minutes are not intended to be used as a newsletter or communication piece. Generally, minutes do not need, and should not include, background on the resolution, context of the resolution, the points in the discussion, reasons for or rationale for the resolution, or anything other than the resolution and action taken on the resolution (i.e., it passed or was defeated). Background, Context, Discussion, Reasons, Rationale, Etc. These resolutions should be in the minutes. Jerry Orten, Orten Cavanagh & Holmes Minutes Should Reflect Resolutions and Actions TakenĪll actions by the association, taken at an annual or special member meeting, or taken at a board of directors meeting, should be included in resolutions. A Short Article on HOA Minutes for Annual and Special Member Meetings and Board Meetings
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