We have all been there – an important meeting where issues are raised, debated and decisions made. That is the substance of the meeting but you cannot overlook the importance of the minutes of those meetings. That written summary of the meeting will live on as a reference document that many stakeholders will rely on to verify what took place.
For condominium corporations, the most common meetings are board meetings and annual general meetings of unit owners. As time passes the memories of those involved can often differ on important details and it falls upon the minutes to be the official record. Taking minutes falls within the Secretary of the Board’s role but quite often it is delegated to the property manager, or in some cases a professional minute-taker.
If you are the one tasked with taking minutes you may be tempted to record just about everything that is said, like a court reporter. But that is not the intent for minutes, and it may leave room for some to debate the accuracy of who said what at the meeting. Under best practices, we want to value quality over quantity. Minutes should be a concise summary of the facts, the issues raised, the decisions made and who made them.
As you may expect board meetings are more operational in nature than unit owner meetings and will show how board members are fulfilling their duty to govern the organization. Those meetings will include issues such as approval of budgets, monthly and annual financial statements, proposals considered and accepted for sub-contractors and actions taken on unit owner issues. Annual General Meetings and other unit owner meetings will generally be less detailed and focus on corporate issues such as the election of directors, the appointment of auditors, changes to rules and by-laws and matters raised by unit owners for discussion at the meeting.
One of the more contentious issues regarding minutes is who may view them. Annual General Meeting minutes are distributed to unit owners at the next unit owner meeting and so access to those minutes is generally not an issue.
However, under the Condominium Act, unit owners, purchasers and mortgagees, or agents of these parties, may request copies of any minutes of the corporation including board meeting minutes. The Condominium Authority of Ontario has a Request for Records form which must be completed and submitted to the board of directors. The board is obligated to supply that information within 30 days. Minutes from the past 12 months are considered “core” records and must be supplied at no cost. If the request is for minutes for periods beyond 12 months those would be “non-core” records and an administrative fee would be charged.
Board meeting minutes often include reference to specific units and may also refer to performance matters of employees of the corporation, actual or contemplated litigation or insurance investigations. That information is confidential and can (and should) be redacted from any copies of minutes distributed to anyone other than board members.
Meeting minutes are to be retained in perpetuity. The digital storage of documents is making that obligation easier. If you have been preparing and storing minutes in hardcopy format you may want to consider scanning them into PDF format.
The role of board members can be a challenge with many responsibilities. Reviewing and improving your organization’s processes is one of them – is it time to review your process for taking and storing minutes?
Wayne Haves CPA, CA, MBA
Partner, Clarke Starke & Diegel LLP