Questions often arise about the duties of the secretary in taking and producing minutes of meetings and providing association records to members. The primary functions of the Secretary are to produce minutes of meetings and maintain the records of the association. The secretary must produce a draft of the minutes for approval, and then finalize them with any changes upon once they are approved at the next meeting. Records to be maintained include all of the minutes, any resolutions adopted by the Board of Directors, correspondence, contracts and notices of meetings.
We suggest that the following files be maintained:
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
In addition, the secretary should prepare a minute book that can be easily carried to a meeting for reference 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 that relates to the business of the Association 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.
Keep in mind that 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. There is no requirement for verbatim reproduction of all discussions on all topics. Written reports received from committees can be attached to the minutes. If items discussed in executive session result in an action to be take the motion for such action must be made and voted on in open session. No minutes should be taken in a closed/ executive session. Written reports received from committees can be attached to the minutes. If a committee does not provide a written report, you should include 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 result of 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 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. There should also be a resolution in place concerning other audio and video recording of meetings by members in accordance with the pertinent statute.
Second, often we see boards addressing the same issues that were discussed by prior boards without knowing the history. For example, if the association is considering a new pet rule, you may 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, parking, and swimming pool rules. 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”. This also applies to legal opinions – we often find that boards request an opinion on a topic for which they obtained an opinion five years earlier.
The keys to success for the association secretary are organization, conciseness and consistent maintenance of the records which can be passed along to the next person holding that office. Let us know if you have question about this topic generally or preparing resolutions that need to be in place.