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Condo Board Has Control of Meeting Minutes

Posted in Reader Q&A

  Question: Our condominium association board omits details in the meeting minutes that are published to the owners. For example, the board has refused to include the dates, amounts and scope of the contracts they approve. What does Florida law require the board to disclose? What rights do individual owners have to require that this information be published? R.B. (via e-mail) Answer: The purpose of meeting minutes is to record what was done, not what was said. If detailed findings of fact are appropriate, which is sometimes the case when a board action may be subject to later legal examination, those findings should be recited in a separate resolution of the board. A typical set of board minutes should be two or three pages in length. The minutes should reflect: (1) the date, time, and place at which the meeting was called to order; (2) the name of the presiding officer; (3) the establishment of a quorum, with attendees listed by name; (4) proof of proper notice for the meeting; (5) disposal of unapproved minutes from previous board meetings; (6) a summary of reports given to the board and a statement by whom the reports were given (a one or two sentence summary is typically sufficient); (7) summary of disposition of unfinished business; (8) votes or action taken with respect to new business; and (9) adjournment. Whenever an item is put to a vote, the person making the motion for approval of the item should be identified in the minutes, and also the name of the person who seconds the motion. The exact wording of the motion should also be included in the minutes, or if there is a resolution, the resolution can be incorporated into the minutes by reference. The points raised in debate are typically not included in the minutes. The vote of every director must be recorded in the minutes. The condominium law (as well as the law governing homeowners’ associations) requires minutes of board minutes to be kept for seven years, as part of the official records of the association. In my opinion, minutes should be kept perpetually (from the beginning of the association) and are one of the few documents that an association should keep in its files for as long as the association is in existence. With regard to your question about the contract, it is my opinion that the terms of the contract do not have to be included in the meeting minutes. You are able to obtain a copy of the contract if you wish. In response to your last question, it is my opinion that individual unit owners have no rights to dictate the content of board minutes, this is solely the province of the board of directors. For example, I have often seen situations where a member sends a letter to the board and demands that it be “included with the minutes.” There is no obligation to do so, and it is usually not a good idea to do so.

  • Conflict of Interest.  A General Manager (GM) takes the minutes of our monthly board meetings.  She is the GM of another property.  The problem – she is employed by the Management company which manages the condominium where I live.  Is this not a conflict of interest.  Suppose, there is a dispute between my condominium with the management company and it goes to court.  The court requests the minutes (prepared by the management company GM) be made available to the court for review.  Can the accuracy of the minutes be questioned.