Q. I would like to know if the board has the authority to alter meeting minutes provided to shareholders, especially when questions raised during the meetings are left unanswered and omitted from the minutes. Are there any regulations that govern the recording of meeting minutes?   

                                    —Seeking Answers 

A. According to Kris Kasten, attorney at Bartzen Rosenlund Kasten LLC, “First, let’s address the purpose of meeting minutes. Except in very limited circumstances, a meeting is held for the purpose of conducting business. The minutes are a corporate record of the business conducted. Therefore, the minutes should reflect what was done (i.e., the action taken, decision made, motion voted upon, resolution adopted) in the meeting. The minutes should not be a transcript of everything that was said during the meeting.

Typically, there are no statutory rules or requirements for how minutes are prepared. For example, in Illinois where I practice law, most residential housing cooperatives are established under the Business Corporation Act or the General Not For Profit Corporation Act. Neither statute expressly provides for the form or manner in which minutes are to be prepared. However, that could be different in another state. Thus, it is best to consult with an attorney knowledgeable about the law applicable to cooperatives in your state.

Absent any statutory requirements, minutes should be prepared in accordance with the bylaws. In my experience, most bylaws do not expressly provide requirements for preparing minutes. Bylaws generally only provide that minutes must be prepared and kept by the board secretary. Some bylaws expressly adopt or require certain parliamentary procedures to be followed, such as Robert’s Rules. When the bylaws are silent with respect to preparing minutes or don’t expressly require certain parliamentary procedures to be followed, then minutes should be prepared pursuant to any parliamentary procedures adopted by the board or otherwise applicable to the cooperative. With respect to the form of the minutes, that is usually decided by the board or generally accepted business practices.

Accordingly, meeting minutes are governed by applicable statues, if any, the cooperative’s bylaws, applicable parliamentary procedures, and generally accepted business practices.

With respect to correcting mistakes in the minutes, that should be done prior to approval of the minutes. Generally, after a meeting adjourns the secretary prepares draft minutes that will be approved at the next meeting. At the next meeting, prior to approval, any mistakes in the minutes should be corrected. Once corrected, the minutes should be approved.”