A cornerstone of a well-functioning condominium board is regular meetings. These gatherings bring together a diverse group of individuals to make crucial decisions on managing and spending millions of dollars of other people’s money — choices that affect their community’s quality of life and day-to-day operations.
The responsibility is enormous and so is the liability. Unfortunately, boards are not always happy, harmonious groups. As a safety mechanism, Ontario’s Condominium Act requires every board to keep an adequate minute book, which serves to protect the board, property manager, and residents of the condominium.
A well-documented minute book allows residents to see how their condo fees are being spent, the financial standing of the corporation, and decisions on general upgrades to the building. If residents disagree with their board representatives, they can use information gleaned from the minutes to inform their vote on new board members at the annual general meeting (AGM).
In the case of a discrepancy, and a resident challenges the board’s integrity, spending or general decisions, the board can refer to the minutes showing exactly what was discussed, what decisions were unanimously made, and what was officially agreed upon.
Minute-taking can be a daunting, difficult and tedious task, but it’s also an important task. Keeping a fair and unbiased record of decisions can go a long way toward bolstering the confidence residents have in their condominium board.
Some boards will have a director or the property manager take meeting minutes, while others will hire professional recording secretaries. Whomever produces them, proper minutes should never be a reflection of personal objectives.
It can be challenging for directors or management to wear two hats in a meeting — that of an engaged, active, decision-making participant while simultaneously being a totally objective transcriber of the proceedings. Professional recording secretaries are independent third parties trained to listen for and distill the pertinent information required for the minutes.
A well-produced set of minutes will depict relevant material, such as projects that are out for tender, and any other decisions that involve money and careful consideration. Since financing comes largely from condo fees, these types of decisions will be of interest to all members involved, including the residents of the condominium.
Minute-takers must be aware of what should and shouldn’t be recorded. The level of detail embedded in a set of minutes can vary from board to board. However, table talk (the weather, general discussion not involving a decision and back and forth between board members) is typically excluded from the minutes, as it can compromise conciseness and add clutter to the document. Some boards may want specific comments included for clarification, and that’s perfectly fine.
There is another level of pressure associated with being the minute-taker because these documents are admissible in court. If litigation occurs, and it becomes necessary to rely on the minutes, the simple fact that the minutes were taken by an independent third party may be helpful.
If minutes were altered after they were adopted, a third-party recording secretary would have a copy of the original set of minutes. It is also good practice to add disclaimers for minutes that were altered after the fact, so a trail of edits exists.
For brief or informal meetings, minutes may be helpful, but not necessary. However, for official meetings that require a quorum, well-taken minutes are absolutely imperative. Minutes of owners’ and board meetings are part of the minute book mandated by the Condominium Act.
A good minute book includes a complete record of all meetings and resolutions of directors from each meeting. Minutes should also thoroughly describe financial figures and accurately represent the condominium’s financial standing.
An official minute book needs to contain:
- The signed minutes of all meetings;
- Any reports that were tabled; e.g., management report, financial report, any shared facility meeting minutes, committee reports;
- The AGM minutes, complete with the auditor’s report and any other reports given at the meeting; e.g, reports from the president, treasurer, committees;
- Confidential minutes pertaining to matters regarding owners or staff members, known as in-camera minutes
It is good public relations, and best practice, to make the minutes available to residents once the board has adopted them. Board minutes need to cover the topics discussed and the resulting motion or resolution.
Owners need to be informed that the minutes for the previous month were adopted and approved at the following month’s meeting. Although posting them is not required, it is a good way to promote dialogue with residents and board members.
Publicly posting approved minutes (or distributing them via email or online platform) keeps owners informed and demonstrates the board’s transparency and integrity, which often become points of contention. It is not uncommon for residents to question or doubt their board, and well-produced minutes are a great start, and often a more-than-sensible answer.
Marko Lindhe is a partner at Minutes Solutions. He can be reached at firstname.lastname@example.org.