How Should an HOA Board Run a Board Meeting?
As volunteers for your community Association, or not-for-profit organization, the Board members devote countless hours of their free to handling Association issues and ensure the Association runs properly. Not only are board members charged with choosing vendors and ensuring that the common elements are maintained, but they are required to keep proper corporate records, which include meeting minutes for any board meeting or association meeting.
Some common questions we receive from Board Members:
Q: If we are just volunteer board members, do we still have to keep formal meeting minutes for the board meetings? If so, what should the minutes include?
A: Yes. The written meeting minutes should include the following: time the meeting was called to order, location of the meeting, board members present, other guests present, motions made, vote on the motions, and the time of adjournment. Specifically, the meeting minutes should notate who made the motion, and the “yays” and “nays” on a vote. Some boards may choose to do a roll call vote for their meetings, whether for a formal vote or as required pursuant to Bylaws or a charter.
Q: Should the Board have an agenda for each meeting?
A: Yes. Ideally, the meeting agenda should be provided to each Board member and attendee in advance of the meeting. Not only will this ensure that the meeting runs more smoothly, but it will ensure that the Board goes through all the formalities of the meeting for the purpose of proper meeting minutes.
The following is an example of a board meeting agenda:
- Call to order
- Review and adoption of previous meeting minutes
- Officer Reports
- Committee Reports
- Financial Report
- Old Business
- New Business
- Adjourn to Executive Session
Q: Is the Board required to vote on meeting minutes?
A: Yes. The draft of the meeting minutes should be reviewed by the Board members at the beginning of the next meeting. Any required corrections should be made, then a member should make a motion to adopt the Board meeting minutes (specifically notating any corrections). Once the Board has approved the minutes, they should be signed by the Board’s secretary and be placed in the Association’s corporate record file. Ideally, each member should receive their own copy of the meeting minutes for record-keeping purposes.
Q: Should our meeting minutes be a transcription of everything that is said at the meeting?
A: No. The board meeting minutes should generally only include motions and items that are tabled. It should not include everything said at the meeting and should generally be brief in nature.
Q: We discuss potential litigation and our attorney’s advice in our regular board meeting minutes. Can we redact that information when a member requests access to the regular board meeting minutes?
A: No. If the Board makes the mistake of failing to hold an executive session, and the discussion somehow gets into the general meeting minutes, then the matters stand in the meeting minutes, subject to disclosure to those entitled to such disclosure. The Board should move into executive session to discuss any items that are privileged or confidential and should have a separate set of meeting minutes for executive session agenda items.
Q: Can our whole board meeting be in executive session?
A: Generally, no. Unless the meeting was called for the sole/special purpose of meeting with legal counsel or discussing an issue that would be otherwise protected by law (i.e., condominium enforcement, personnel matters, or pending litigation), then the meeting must be split into two sessions- the general meeting, then the executive session.
If your Association is interested in discussing how to hold a proper board meeting or membership meeting, please contact our office.