Mountain Law: The proper way to take minutes of HOA meetings
February 11, 2015
Let's take a minute and talk about the proper way for homeowners' associations (HOAs) to take minutes. To begin with, Colorado statutes impose various requirements.
First, HOAs are required to maintain records of all actions taken by their members and board. If the actions are taken at a meeting, then the record must be in the form of minutes. If the actions are taken without a meeting or are taken by any committee, then a summary of action is sufficient in lieu of minutes. These records are available for examination or copying by members of the HOA.
Second, HOAs are required to make available to the owners within 90 days after the end of each fiscal year the minutes of the board and member meetings for the previous fiscal year. The statute provides various acceptable means of disclosure.
Third, if the board wants to hold a special closed-door meeting known as an "executive session," then the minutes must indicate the purpose for the executive session (which must be one of the purposes allowed by law). Generally, minutes are not taken of the executive session itself.
Colorado law requires HOAs to adopt a policy concerning conduct of meetings and it would be useful for such policies to include guidance concerning the minutes procedures.
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Fourth, and finally, the bylaws or the board must delegate the responsibility to take and maintain minutes to the secretary or another person.
While the statutory requirements discussed above are useful, to a point they don't actually indicate how minutes should be taken. On that subject, the law provides no formal guidance. Many people subscribe to a classic book on corporate formalities known as "Robert's Rules of Order." "Robert's" indicates that minutes should be a record of what was done, not what was said. In other words, the minutes should not purport to be a transcript of the meeting. "Robert's" suggests that minutes are adequate when they state: the name of the organization; the type of meeting; the date, time and location of the meeting; who was present; a summary of each motion including final wording and disposition; and the time of adjournment.
Do minutes need to be approved? No, there is no legal requirement that minutes be approved. In a way, it seems silly to ask that minutes of one meeting be approved at a later meeting when memories of what happened may be fuzzy. Some HOAs have the minutes approved by the board or a minutes committee. Others dispense with approval entirely. The approval of the minutes has no impact on the action actually taken at the meeting.
On the issue of approval, "Robert's" says that bodies that meet less often than quarterly should not approve minutes at the next meeting. Rather, if it is practical, the minutes should be read and approved before a meeting is adjourned. If doing so is impractical, then Robert's says the executive board or a special committee should approve the minutes.
Can someone vote to approve minutes for a meeting they did not attend? The answer seems to be yes. As corporate entities, HOAs have a continuous existence. Owners will come and go, board members will change, but the HOA continues. When a matter comes before the board, the persons present can vote. Indeed, the board members may have an obligation to vote on every matter unless excused. In approving the minutes, the board is not saying that it agrees with what happened at the meeting. Rather, it is saying that the minutes appear to be accurate based on the information available. If a board member abstains from voting on a matter, that is counted as the board member voting "yes." Thus, abstaining is not a practical option.
Disputes regarding what should or should not be included in the minutes are relatively common. Colorado law requires HOAs to adopt a policy concerning conduct of meetings and it would be useful for such policies to include guidance concerning the minutes procedures.
Noah Klug is owner of The Klug Law Firm, LLC, in Summit County, Colorado. He may be reached at (970) 468-4953 or Noah@TheKlugLawFirm.com.
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