What Should Go In Board Minutes?

There is no prescribed format, and no specific guideline, about the required content for board minutes. But, I think it’s clear that the minutes should contain the following:

  • the date of the meeting (and the start time of the meeting, if desired);
  • the persons in attendance at the meeting;
  • the resolutions (including mover, seconder, and decision taken in each case).

Additional information in the minutes is essentially “optional.”

However, I add the following notes:

    • It probably makes sense to include background information as reasonably necessary to be able to understand the resolutions.
    • Also, there is an argument that the minutes should include some comment about each item on the meeting agenda. [This is something to bear in mind when preparing the agenda for the meeting.] That said, the amount of detail (contained in any such comment) is generally optional.
    • A verbatim “transcript” of a board meeting is generally not prepared, because this may discourage a fulsome discussion between the participants of the meeting. A recording of the meeting, only to assist the minute-taker when preparing the minutes (whereupon the recording is destroyed), is perfectly fine and commonly done. But in most cases, it would be wise to advise all participants of the recording (if not obvious to all participants).
    • However, the board minutes can be a good way to create an “ongoing historical record” of the activities of the condominium corporation…which can also be a good point of reference (a good source of knowledge) for incoming board members.
    • According to section 55(7) of the Condominium Act, the minutes (when certified by the corporation as a true copy) will stand as proof of the contents “in the absence of evidence to the contrary.” Therefore, condominium corporations should be very careful to ensure that any statements in the minutes are accurate…because the minutes may one day serve as important evidence (which may be to the advantage or disadvantage of the condominium corporation and/or the directors and officers!). 
    • Also, any time information is included in the minutes, it may create privacy, confidentiality, and related redacting issues for the corporation (if, and when, it comes time to disclose the minutes, for instance in response to a request for records). For this reason, many condominiums corporations may decide to keep two sets of minutes – one set that is “unredacted” and one set that is “redacted for private, privileged, and confidential matters under section 55(4) of the Condominium Act – suitable for review by owners.” 
    • Also, information in the minutes may be used to support a claim (against the condominium corporation and/or the directors or officers); but might also be used as supporting evidence in a claim made by the condominium corporation. 

Here’s the point: the information contained in board minutes can, in some cases, be helpful, and in other cases be harmful, to the directors, officers, and/or the condominium corporation.

Each board (and each minute-taker) will need to decide whether or not it makes sense to include certain “optional information” in the minutes, bearing in mind the advantages and disadvantages of doing so noted above.

Stay tuned to Condo Law News to keep up to date on the latest developments!

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