record-keeping

Probe underscores need for good record-keeping

An investigation recently led to court orders for decade-old condo documents
Tuesday, November 29, 2016
By Marko Lindhe and Noah Maislin

Taking minutes for condo board meetings is a task that not everybody enjoys, but one that needs to be done in order to meet Condominium Act requirements. As most board members and managers understand, minutes serve to protect unit owners, the board and serve as a reference for decisions previously made and actions that need to be taken. A good set of minutes is typically concise, articulate and covers what was done at a meeting, not what was said.

In a previous article these authors discussed the importance of good minutes and how a recording secretary (either a board member, the property manager or a third party) can ensure that minutes are taken correctly and encapsulate all pertinent information. However, once the minutes are recorded, what should a diligent board do with them?

Recently, the Toronto condo industry was in the news due to a major probe by the Competition Bureau of Canada into allegations of bid-rigging and conspiracy in the supply of condo refurbishment services. The Competition Bureau asked the Ontario Supreme Court to order roughly 140 condo corporations in the GTA to produce certain records in connection with the investigation.

Although the condo corporations did not appear to be the target in this investigation, they were obligated to comply with the orders and produce the requested records. The order to produce certain records included board meeting minutes dating as far back as 2006.

Most well-structured condo boards keep a thorough minute book which contains a meticulous sequence of any relevant records, financial statements and minutes from previous meetings. Making sure they are retained and accessible is imperative; with a united board operating under a well-versed property manager, the task should be relatively straightforward.

That being said, this is not always the case. Turnover of individual board members, managers and management companies is common in the condo world. Board members can be removed or replaced by democratic vote when their term expires. Managers can change buildings, and corporations can change management companies entirely — sometimes as frequently as every two years or less.

Amid these ongoing changes, the responsibility of keeping records can be transferred, fumbled, or in some cases entirely lost. Circumstances like this can often go unnoticed or disregarded completely, until a situation comes along in which records are requested. Unfortunately for many condos, once this happens it is too late to effectively backtrack, and panic can ensue.

So how can condo boards, managers, and corporations in general avoid such scenarios? The short answer is: establish a proper method for archiving minutes. It seems simple enough, but its importance is not always emphasized. There are several methods that parties can employ in order to ensure that minute books are easily recalled.

With the prevalence of technology, digital archiving has become increasingly available. There are several document-hosting platforms that are free and user friendly. A board can add, save and share digital files in the cloud.

Some portions of minutes may be subject to privacy laws (and in some cases contain sensitive information). Using password protection to restrict primary access of the minutes and records in such platforms can address confidentiality issues.

All board members and the property manager may have the ability to view the hosted documents, but perhaps only the president, the manager and the secretary (as an example) have the ability to upload or amend files. If one of the members with primary or general access is removed from the board, their privileges can be removed and reassigned.

Always be aware of who is responsible for managing the documents, as well as who can view them. If a board member leaves, remember to change the password; only a select few should be made privy to it.

Having a “back-up” method of storage is imperative, but it’s up to the board to decide how it goes about doing this. Maintaining physical documents may not be fool proof, as it is human to sometimes lose or misplace things, but technology does not take away from the benefits of keeping hard copies either. If the board is against printing and keeping physical copies of minutes in a filing cabinet (which also works), they can be kept on an external hard drive, in a safe and identified location such as the manager’s office.

Some boards hire a third party to take their minutes, which removes the task from the plate of the board or manager. If a corporation is vetting minute-taking companies, it may want to ask about archiving service as another method of storage.

The recent orders to produce records in connection with the Competition Bureau inquiry offered a reminder to condo corporations to confirm that they’re taking appropriate measures to ensure their documents are not only secure, but also available. Plus, there’s the perennial importance of communication and transparency between condo owners, board members and managers, which readily accessible records help support. At the end of the day, taking good minutes is futile if they can’t be retrieved on request.

Marko Lindhe and Noah Maislin are partners at Minutes Solutions, a Canadian third-party minute-taking company established in 2008. Marko can be reached at [email protected] or (647) 389-1568.

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