Tuesday, March 29, 2005

What should be in minutes?

I'm often asked what should be included in the meeting minutes. My wife, Lois Ekimoto is a Profession Registered Parliamentarian as well as a PCAM. She provides this list of items to be included in the minutes pursuant to Robert's Rules of Order, Newly Revised (10th Edition):
  1. The name of the organization (name of the association);

  2. The type of meeting (e.g., regular or special board meeting);

  3. Date and time of the meeting and the place, if it is not always the same;

  4. The presence of the president and secretary, or their substitute if they are absent. Note: meetings covered by HRS Chapters 514A (condominiums), 421I (cooperatives) and 421J (planned communities) have special legal requirements concerning the recorded vote of each board member;

  5. Whether the minutes of the preceding meeting were approved, and how (e.g., adopted as written, or as corrected);

  6. All main motions, including the exact wording of the motion as it was finally adopted and whether it was adopted, lost, or temporarily set aside Note: meetings covered by HRS Chapters 514A (condominiums), 421I (cooperatives) and 421J (planned communities) have special legal requirements concerning the recorded vote of each board member);

  7. Notices of motions (This does not usually apply to association meetings);

  8. Points of order and appeals, whether sustained or lost and the chair’s ruling and reasons for the ruling; and

  9. The time of adjournment.
Lois also lists the items not included in the minutes according to Robert's:
  1. The name of the person who seconded the motion;

  2. Points of information and parliamentary inquires;

  3. Rational for making the motion;

  4. Discussion or debate about the motion;

  5. Withdrawn motions;

  6. Secondary motions (e.g. recess, amend, limit debate, etc.), unless they are necessary for clarity;

  7. Copies or summaries of reports (e.g. from officers, managing agents, auditors, etc.); and

  8. Copies or summaries of speeches and reports (although they can be referenced -- for example: Mr. Smith presented a report on parking security.
Remember that the purpose of minutes is not to record what was said at the meeting, but only the major decisions. These lists are generally applicable to both Board minutes and Association minutes. As Lois notes in items 4 & 6, under Hawaii condominium law, the vote of each director is required to be placed in the board minutes. Although the statute requires the same information for association meetings, it is unlikely that a court would rule that the statute overrides the secret ballot requirements in Bylaws. The Hawaii Planned Community Association Act and the Hawaii Residential Cooperative Act also require that the vote of board members be included in the board minutes.