A Brief Overview - HOA Board Meeting Minutes

Although by no means glamorous, HOA board meeting minutes are an all-important piece of the HOA puzzle. You will want to master every aspect of them in order to help run your HOA smoothly. In this post, we look at who's responsible for the minutes, how to prepare them, what to include and (as importantly) exclude, what to do with them when they are done, and the importance of rule books and state-specific exceptions. Most Importantly, what are the legal requirements for board meeting minutes?

Who Is Responsible for HOA Meeting Minutes?

By law, HOAs must record minutes for every board meeting. This responsibility typically falls on the HOA board secretary, though in smaller associations, the board chair may take on the task.

• Delegation: The board secretary can assign this duty to an assistant, but the official secretary must review and sign the final minutes.

HOA Management Involvement: Some communities outsource meeting minutes to a professional HOA management company, ensuring accuracy and compliance.

How to Prepare HOA Meeting Minutes

Meeting minutes should be structured and concise, capturing essential information without unnecessary details or opinions. The HOA meeting agenda is a useful guide for preparing minutes.

Can Meetings Be Recorded?

• Some states allow HOAs to record open meetings for reference (but not executive sessions).
• Always check state laws and community bylaws before recording meetings.

Example: Texas is a one-party consent state, meaning only one person in the conversation must give consent for recording (Texas Penal Code 16.02(c)(4)).

What to Include in HOA Meeting Minutes

The Initial Paragraph

According to Robert's Rules of Order Newly Revised (the definitive resource for parliamentary procedure in the U.S.), the minutes' initial paragraph should include basic contextual information: date, time, location, organization name and type of meeting. It should also include a list of notable individuals present—namely, directors and invited guests, referring to them by both name and title. It's also important to note whether the association's lawyer is present, as the attorney-client privilege will extend to certain communications referred to in the minutes. The first paragraph should also cover whether the last meeting's minutes were read at the meeting, and whether or not they were approved.

The Middle Paragraphs

According to Robert's Rules, subsequent paragraphs—with the exception of the last—should each cover one motion, action or decision. The main content is often motions. Here the final, agreed-upon wording of each motion is of critical importance. The minutes should also take note of the directors' votes on each motion. Other important actions and activities to note (but not necessarily fully document) include the treasurer's report, committee reports and the contributions of guest speakers.

The Final Paragraph

According to Robert's Rules states the last paragraph simply needs to state the time at which the board adjourned the meeting.

Attachments

The secretary can attach various documents to the minutes, but only with HOA board approval.

What NOT to Include in HOA Meeting Minutes

Not only for brevity's sake but also for legal reasons it's important to stick to recording actions and events while excluding commentary and opinions (other than votes). Equally important, and for the same reasons, it is important to exclude letters and any other correspondence. The general advice given in Robert's Rules is that the minutes should serve as a record only of the final form of the key actions.

After the Meeting

By most statutes, the association must distribute or otherwise make the minutes available to association members within 30 days of the open meeting. If not provided, the board could risk penalties. Moreover, the board needs to keep the minutes accessible to members going forward and post an annual notice of their members' right to review open meeting minutes.

Caveats

Always consult Robert's Rules for a more detailed treatment. Also, it is best practice to always check with your state's laws governing HOA meeting minutes, as you may find an exception to one or more of the general guidelines reviewed here.

Who Signs the Meeting Minutes? The Secretary should sign the meeting minutes of any Community Association Board Meeting to acknowledge that they have been seen and recorded by the board.

Can You Record the Board Meeting? If you are planning to record Community Association board meetings, it's important to check state laws, as well as the community bylaws to ensure you are legally allowed to record. In Texas, for instance, a one-party consent state, which means that you only need consent from one person to record a conversation in which that person is participating. Texas Penal Code 16.02(c)(4).

Mastering Your HOA Meeting Minutes

It's a lot to take in. Yet when it comes to HOA meeting minutes, you can't just wing it. So remember these key points: always have the secretary (often the board chair) or designated assistant secretary take down the minutes; use the HOA meeting agenda, and in some cases a literal recording, to help prepare; follow Robert's Rules' of Order with an initial paragraph that covers the context, a set of action-based middle paragraphs, and a final paragraph with the adjournment time; exclude commentary and opinion; make the minutes (and the rights associated with them) readily available afterward; and consult with Robert's Rules and your state's regulations for greater details and important exceptions. With this time-tested approach, you should be well on your way to mastering your minutes.