By: Helsing Admin

Question: Our secretary takes long and complex minutes. She likes to quote everything everyone says, and in doing so she also editorializes and reflects her own bias. This seems wrong. Can you give us any guidance?

Board minutes should reflect actions taken and should not attempt to reflect discussions, opinions, or matters that do not capture decisions made. Simply put, they should reflect the time and place of the meeting, Board Members present and absent, reflect things legally required of the Board (reviewed the financials, reviewed and approved the previous minutes, etc.), resolutions made and passed and often resolutions made and failed, and the time adjourned. A few other minute items may be added (action items and who assigned to, for example).

Board minutes are intended to capture the actions taken by the association. Discussions and comments behind the final vote are not appropriate for the minutes, as they do not reflect the actual action taken and are not relevant. More importantly, it is almost impossible to add all that discussion without editorializing and those comments do not reflect the opinion of the corporation. The opinion of the corporation is found in the resolution that passes – plain and simple. Attempting to capture other information in the minutes does nothing for your association and potentially leaves it at risk because of misunderstanding, defamation, or other unintended consequences. The Board should resolve specifically that they want action minutes and not editorialized or verbatim minutes. If the secretary refuses, it is time to replace the secretary.

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