While a lot of the day-to-day business of running a condo building or HOA  happens in the management office or on-site at the level of maintenance and  staff management, meetings—board-only and resident alike—are the forum where important information is shared, policy formed, individual  voices heard, and big decisions made.  

 For that and other reasons, it's crucial to keep thorough, accurate meeting  minutes as a record of what goes on in your building or association's meetings.  

 Lawfully Recorded

 Taking down meeting minutes is not only almost universally required by condo,  co-op and HOA bylaws, it is also required by state law. According to Gregory M.  Dyer, Esq., a Newark-based attorney specializing in community association law, “The New Jersey Condo Act and the Planned Real Estate Development Full Disclosure  Act (PREDFDA) require that minutes of board meetings must be kept, and must be  available for inspection by unit owners.”  

 Shareholders and unit owners “are entitled only to access in order to inspect the minutes of the meetings;  physical copies are not a requirement,” adds attorney Scott B. Piekarsky, a managing member of the Wyckoff-based law  firm Piekarsky & Associates, LLC. “Allowing access to the minutes of the meetings keeps the board’s actions out in the open and transparent,” he says.  

 According to David Ferullo, CPA, a senior audit partner with The Curchin Group,  an accounting firm in Red Bank, residents should have access to the minutes of  regular or annual resident meetings but they generally aren't allowed to see  the minutes of board meetings. And regardless, “The property manager is not the one who should be divulging information to a  unit owner,” Ferullo says. “The board should direct the management company to disseminate that information,  if they want it done. They can even put it in the newsletter.” For some boards, divulging information such as meeting minutes is a regular  task, done monthly. Others send out such records less frequently, such as  biannually.  

 Boards also differ broadly in exactly how they function from association to  association and day-to-day, but when it comes time for a meeting, most have the  board secretary record the minutes (though some boards will allow an outside  agent—such as their property manager—to record them.) It's not hugely important who physically records the minutes  because ultimately the board must approve them before they're committed to the  association's official records.  

 In or Out?

 There is certainly a method—and perhaps something of a craft—to taking accurate and appropriate meeting minutes of a board meeting without  doing too little, or too much. While some board secretaries take only cursory  notes during meetings, others err on the side of excess, foundering under the  effort of trying to record every word uttered.  

 As a general rule the fewer details that are seen on the record, the better. “The proper method of maintaining minutes depends on the type of meeting and  whether or not the minutes are going to be published,” says Attorney John J. Roman of the Palisades Park-based law firm of Hubschman & Roman PC. “The secretary is usually required to record what is actually done by either the  board or the membership—not what is actually said by any individual. If a matter has been voted on, the  vote should be recorded, as well as the issue voted on. When the minutes are going to be published, a  strict record of what is done must be maintained, as well as identifying the  speakers on each side of the issue. Therefore, you are not required to take  down everything said word for word.”  

 The pros also stress that anything discussed in a meeting that has to do with  pending litigation should be left off the record (to avoid more litigation).  Some buildings also omit from meeting minutes any direct or explicit mentions  of personnel, or of residents who are in arrears. Those people can be mentioned  in minutes, but only vaguely enough so as not to potentially slander the  residents, such as: “started action on the person owing three months rent.”  

 In short, “The only thing that has to be in the minutes are actions taken,” says Andrew Brucker, an attorney with the Manhattan-based law firm of Schechter  & Brucker, P.C. “You should include in minutes only who was in attendance, action items, who was  absent and the date.” It is essential to be careful in minute-taking because of the strong  possibility of error on the part of the recorder, Brucker continues. “It’s possible that the [minute-taker] might get the minutes wrong, or put in their  point of view… Minutes must be carefully reviewed by the board before they're approved,” he says.  

 Minute-takers should remember at all times that a condo, co-op or HOA is  essentially a neighborhood. A seemingly minor mistake in naming a person who  shouldn’t be named in meeting minutes could cause hard feelings or even a lawsuit. With  meeting minutes, experts agree that it is better to err on the cautious side.  The secretary or whomever is charged with recording meeting minutes for a board  can take quick, succinct minutes by narrowing in on the bare facts, as  mentioned above.  

 “The sensible thing is for a person other than the property manager to take the  minutes,” says Harold Wolf, owner of Manhattan-based The Back Office, which provides back  office services for co-ops, condos, property managers and landlords. “The property manager has to give his thoughts and listen to others. If he’s taking notes, he’s lost.”  

 In our litigious society, the subject of what is put into minutes is so sticky  that some boards now don't even allow amateurs (including managers) to tackle  the job of recording at all, opting instead to have their legal counsel take  the meeting minutes, to avoid any legal problems resulting from that written  record. Such barrister-scribbled notes are lean indeed, and by design—but they also cost, in the form of the attorney's time.  

 Pinpointing Details

 In addition to narrowing the chances of litigious backlash, good minute-taking  can also help boards, who are prone to rambling, long-form discussions during  meetings that wander all over the map and accomplish little or nothing. The  minute-taking process can keep things on track by sticking to business and by  keeping personal gripes about neighbors, maintenance problems with their  apartments, or other unnecessary details out of the discussion. Boards need to  stay on-task.  

 “I advise boards to try to deal with the [community] problems as businesspeople,” says Herb Rose, owner of New York-based Herb Rose Consulting, a board services  firm. The board may be made up of volunteers, not professionals,” he says, “but you still have to deal with things in a business fashion. With some boards,  it is a real challenge.”  

 Help is available for board members who want to become more professional at  their unpaid, volunteer board member jobs. Smart Technologies, in Calgary, runs  the helpful website www.effectivemeetings.com. Board members can find many  useful tips there for how to prepare for and conduct meetings—including not having a meeting if the information to be discussed could be  conveyed just as easily via a memo, by e-mail or through a brief report.  

 Securing Notes

 The degree of access that non-board member residents have to meeting minutes  differs from building to building. But as mentioned earlier, under state law,  residents are only entitled to see the minutes of open meetings—not those of closed, board-only proceedings.  

 According to Piekarsky, “[Section] NJSA 46:8B-13 of the New Jersey Condominium Act provides in part as follows: 'At each meeting required under this subsection to be open  to all unit owners, minutes of the proceeding shall be taken, and copies of  those minutes shall be made available to all unit owners before the next open  meeting.' The Non-Profit Corporations statute provides for the same right of  inspection (see NJSA 15A: 5-24.)”  

 Piekarsky says it's worth noting that “The wording of these statutes only indicates that the minutes be made available.  It does not specifically state that the owners are entitled to a physical copy.  Having the minutes available to unit owners in the lobby seems to satisfy the ‘available’ requirement of the referenced statutes and case law.”  

 Residents aren't the only ones with an active interest in the goings-on of HOA  meetings. Prospective buyers may want to take a gander as well. They care about  the meeting minutes for a variety of reasons—to scan the financial health and business atmosphere of board meetings or even  to see if there have been pre-existing problems with the apartment they are  considering buying.  

 Regardless of how promptly they are produced upon request however, residents and  would-be buyers in a community should know that meeting minutes can be redacted  after they are taken. For example, if a resident requests meeting minutes for a  particular date and the board agrees but wants to keep some info hidden from  the resident, the board can redact those minutes prior to releasing them to the  resident. Again, as with other decisions regarding a board’s meeting minutes, such a move would be made to protect the community from  unneeded litigation.  

 In the event of a lawsuit involving a board, manager and/or resident, meeting  minutes could very quickly be brought up as evidence in the legal suit.  

 “In every lawsuit against the board, the plaintiff always asks for meeting  minutes to see what transpired,” says Brucker. “The minutes could hurt [the board] with a misstatement of facts, or too much  information.”  

 Some experts say a good rule of thumb in minute-taking is to assume that  everything recorded could be used in court. That way, minutes should be beyond  reproach in the material they cover.  

 “Anything can be used as evidence,” Wolf says. “Whether it is accepted varies from case to case.”  

 Jonathan Barnes is a freelance writer for The New Jersey Cooperator and other  publications. Associate Editor Hannah Fons contributed to this article.