Dear Paul: A couple of our owners complain that the Board minutes do not contain enough information for them to know what is happening in the affairs of the corporation. They want to know board members’ positions on contentious items and how they voted. Is this reasonable?
RR: The Board’s meeting minutes are a legal document and can be used in court as proof of actions taken by the corporation. Minutes are not meant to be a verbatim account of the meeting, but a record of the decisions made by the board. Decisions (Actions) are the only issues that really count. What was said at the meeting, the research that was done, quotes received and reviewed merely become background information once a decision is made. The lead up to the decision is rarely recorded because it is not an actionable item. Once board members make decisions by unanimous consent or a majority vote, each member regardless of their personal views should support the board’s decision as their own. How each member voted is irrelevant. Board members are elected by the unit owners to oversee the affairs of the corporation on the owners’ behalf. The members who want more background information can always request to view any corporation records. All minutes need to contain are the final resolutions. Good luck!