The management of meeting minutes differs from board to board. Of course, taking minutes is not only good practise, it is mandatory as part of keeping an official minute book under the Condominium Act. But what happens after the minutes are taken?
If a professional minute taker is hired, the delivery time of the completed minutes should be clearly disclosed prior to engaging. A deadline should also be set if it is the board secretary who takes the minutes; it can depend on the protocol of the board, but receiving the completed document within one week of the meeting is a good guideline.
Prompt receipt of the minutes allows ample time for them to be reviewed before the next meeting, which improves the efficiency of meetings: instead of analyzing the previous minutes at length for the first part of each meeting, most of the legwork can and should be done via email, weeks in advance. It also reduces the potential for unnecessary discussion and debate during the meeting, which can be time-consuming and expensive.
Distribution, Part 1
Minutes should be submitted to the building manager and the board president, who should take a day or two to review them separately and then compare reviews with one another via email. Next, they should formulate one email to the rest of the board with their suggested amendments in the body of the email and attach a first draft of the minutes. The other directors should be asked to submit their opinions and their own proposed changes by a deadline — three to five days, for example.
Once the board has had the chance to respond, the manager should send the amendments on which there is consensus to the recording secretary or the minute-taking company to be entered into the working copy of the minutes. This sets the stage for efficient board meetings with the goal of getting the previous set of minutes approved and signed promptly. Disputed changes should not be made to the minutes; rather, the board should be notified in advance that those proposed amendments will be discussed at the next meeting.
Once the board agrees on all the amendments to be made to the previous minutes, they can be approved with a formal motion during the next meeting and signed.
Distribution, Part 2
Once minutes are approved, how they should be distributed and stored?
Minutes only need to be distributed to individual owners upon request, in which case it is important to ensure that only the open minutes are released — not the in-camera minutes. In-camera minutes pertain to actual or contemplated litigation, insurance investigations involving the corporation, and items related to corporation employees (not including contracts) and specific unit owners. These items do not need to be disclosed in the regular minutes and the board has the discretion to keep these subjects confidential.
Condominium records (including minutes) are often misplaced or difficult to obtain because of the turnover of board members, management companies and managers. Filing and storing minutes in a cloud-based system that is available to both board members and managers makes these documents available to all relevant parties 24/7. When managed by a third party, these types of systems allow boards to limit and regulate access in case anything were to happen with the manager or a rogue board member.
Consistent storage of minutes is important, but without access to the stored files the effort of storing them could be rendered futile. The records of a meeting need to be accessed for years to follow, not just for approval at the following meeting. A resident has the right to ask for minutes from last year’s AGM or even a board meeting that took place several years prior.
The duration of how long condo records need to be archived was previously in question. However, under new regulatory requirements (as of Nov. 1, 2017) condo corporations need to archive their minutes so they are available “at all times,” which means that they can never be destroyed.
To some, that may sound ominous as things do and will change within a corporation, but being able to provide minutes from years prior easily, and in a timely fashion, is a good way to instill confidence in residents. It is not only helpful when needing to share minutes, but it shows a vested interest in the maintenance of the buildings records, and is a direct avenue for developing trust and transparency.
Although every board may have a unique way of distributing and managing their meeting records, following these steps will establish a straightforward protocol to ensure that they are abiding by legislation and providing prompt access to minutes and records.
Marko Lindhe and Noah Maislin are partners at Minutes Solutions Inc., a Canadian third-party minute-taking company established in 2014 that works with over 500 condo corporations in Ontario. Marko can be reached at [email protected] or (647) 389-1568.