by Beth Mulcahy, Esq.
Meeting minutes are the association’s only official record of its board, committee or membership decisions and actions; therefore, it is important that they be recorded properly.
The Nonprofit Corporation Act at A.R.S. Section 10-11601 states a corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting and a record of all actions taken by a committee of the board of directors on behalf of the corporation. However, guidance as to what to include in the meeting minutes is not included in the Act.
Roberts Rules of Order states that “minutes contain mainly a record of what was done at the meeting, not what was said by the members.” In other words, record only actionable items, not discussions. Additionally, it is not necessary to provide who voted in favor or against a motion, and the name of the member who seconds a motion; and any comments made should not be included.
Our Mulcahy Cheat Sheet© on Board Meetings will provide additional guidance on what athe firm feels is necessary to include in the meeting minutes:
At minimum, the meeting minutes should contain the following elements:
1. Type of meeting – Regular, special or adjourned special meeting.
2. Association Name – Record the association’s correct corporate name and the words, “Minutes of the Meeting of (insert association name)”.
3. Event Information – Specify the meeting date, time and location.
4. Attendants’ Names – List the names of the directors or members present, the name of the presiding officer, and secretary or substitute minute recorder. For open meetings, the non-voting audience should not be included.
5. Approval of the Previous Meeting Minutes – Unless the assembly waives the reading of the minutes, they should be read and approved or approved as corrected.
6. Officer and Committee Reports – Reports made by the manager, board and committee members often precede the business of the meeting. Such reports are usually for information only, and, if in writing, can be appended to the minutes with board approval. If not in writing, only the fact that the report was made needs to be stated in the minutes.
7. The Business of the Meeting -The minutes should follow the agenda, unless the board agrees to discuss a matter out of order. The motions returned to committee, etc., should be grouped according to subject matter. There is no reason to include the summary of debates discussions, drafts and revision of the motions. None of this information constitutes the official action of the association.
8. Adjournment – The last paragraph should state the time of adjournment.
9. Secretary’s Signature – The signature of the secretary, preceded by the words “Submitted by” must be included at the end of the minutes.
If your association needs help with meetings, our attorneys are available to train board members. Please contact the Mulcahy Law Firm, P.C. for assistance on all topics pertaining to Community Associations.