Keeping Records
Q.I have recently been elected Secretary of my association. I want to make sure I do a proper job of keeping the minutes and records of the association. Should I make an audio recording of the meetings? Can you provide a checklist for me to follow?
A.The primary function of the Secretary is to maintain the records of the association, with the exception of the financial accounts. This includes all of the minutes, any resolutions adopted by the Board of Directors, correspondence, contracts and notices. The best way to accomplish that is by having an organized filing system.
Too often, we have seen the records of an association simply thrown into a storage box with no sorting by category or date. At a minimum, we would suggest that the files contain the following categories:
*Attorney Correspondence
*Correspondence sorted by unit address
*Minutes - Annual Meetings
*Minutes - Board of Directors
*Minutes - Special Meetings
*Miscellaneous Correspondence
*Notices of Meetings
*Proxies by meeting date
*Recorded legal documents i.e.: declaration, bylaws, and amendments
*Resolutions of the Board of Directors
*Vendor Contracts and Correspondence
All of these categories should then be sorted by date with the most recent item on top. In addition, the secretary should prepare a minute book that can be easily carried to a meeting or provided to an owner if it is requested. The Virginia Condominium Act, the Property Owners Association Act and the Cooperative Act all contain similar language that require Associations to make most (but not all) association records, including minutes, available to all owners on request. Owners must present their requests to the Board in writing during business hours. Owners are required to specify the records they need, rather than placing a standing request. Also, they must give a reason for their request and pay reasonable copying costs. The reason stated for requesting minutes may be as simple as a desire to review what occurred at a certain meeting.
Remember, the association cannot make minutes available until the Board approves them at a later meeting. If the Board meets monthly, for instance, the minutes for this month will be available after next month's meeting. The Board needs the extra time to review the minutes and, possibly, make corrections.
There are a couple other steps you can take to make your job as Secretary easier.
First, make sure that the minutes of your meeting only reflect the actions taken at the meeting and not all the discussions. We see too many "verbatim" minutes that just go on and on for pages. The only thing that should appear in the minutes should be the items on the agenda and the action taken. For example, you do not need to include verbatim the treasurer or committee's reports. Have them provide a written copy and all the minutes need to show is the Phrase "As Attached". If the committee does not provide a written report, you should do a one or two sentence summary of the information provided, especially when follow up is needed. When a motion is made and voted on, all that needs to be recorded is the motion, who made it, who seconded the motion and the vote. The discussion and how each member voted does not need to be recorded. The only time the vote or comments of a specific director needs to be recorded is when that person requests that it be done. While recording the meeting can be helpful in making sure you include all motions made and reports rendered, don't be tempted to include all the discussions. The board should pass a resolution that audio recordings made for this purpose are not association records to be preserved, but only a helpful device for the secretary to insure more accuracy and completeness of the written minutes and are the personal property of the secretary.
Second, too often we see Boards addressing the same issues over and over again. For example, if the association is considering a new pet rule, it is not unusual to find that the board passed a similar rule years ago and just has never enforced it. The easiest way to address this problem is to create a historical log of actions of the board. This can be done by going back through the minutes and sorting the various motions made by the board by category and date. Categories might include such items as pets, lighting, parking, etc. With the turnover experienced in association boards, it is critical to have good, complete, but concise minutes so that boards do not find themselves "reinventing the wheel".
We have found a simple way to do this is to make a copy of the minutes, and then cut them apart so each motion is separate. Then write a short description, i.e. PETS and the date of the action on the top of that item. Then you can reassemble the pages by category and date and make a new book. This book can provide a handy reference for the Board and the manager to use before placing an item on the agenda. There is no need to duplicate the decisions of the Board when all that is needed is enforcement.
The keys to success for the association secretary are organization, conciseness and consistent maintenance of the records.
I live in a 55+ condo complex in FL. The buildings were built in the 70s. During the past 30 years, previous boards were reluctant to assess the members or increase our monthly condo fees due to the mindset of the owners. Most of them are 'snowbirds' who didn't think it necesary to spend any money on upkeep of the condos. The board ignored upkeep and maintenance until new people began to move in. Most of the old board members have moved away or passed away. The problem is we now have major maintenance, rot everywhere, landscaping, need new washer/dryers. We finally had new roofs put on after the last year's two hurricanes with the help of insurance money and an assessment finally. Our reserves were not fully funded and they took from one to pay another. Question is, can the old board members be sued for lack of responsibility to maintain these condos in proper repair? We are now paying for the past 30 years of neglect. Thanks.
RESPONSE: You are in Florida and we are not licensed to practice outside of Virginia so I can't give you an accurate legal answer. (Given the recent cold spell up here, I can say we would be willing to trade places with you.) I will tell you that Florida has one of the most "progressive" sets of laws related to condominium law and a Florida lawyer who practices community association law could give you an answer pretty easily. In Virginia, we could make a claim for breach of fiduciary duty against the former members but uncompensated Board members rarely have the deep pockets or requisite degree of culpability to make a claim stick. If you go to www.caionline.org you will find information about community associations and professionals who specialize in same in your geographical area. Good luck.