Q&A: Losing Minutes

Q Prior to the current management company, the board would review the minutes after each meeting and then distribute them to all the owners. The new management company states that the minutes cannot be distributed until they have been approved at the next meeting which is three months apart. This leaves the building with no information about the meetings until three months after they have occurred. I cannot find anything that legally says that minutes can only be approved at the next meeting before distribution but our management company contends that this is correct. Could you provide any guidance on this? It is leading to a large information gap within the building.

—Wait a Minute

A “Minutes of a board meeting should not be published and distributed until the board has had an opportunity to review and approve the minutes as presented and prepared by the secretary or whoever is maintaining the minutes,” explains attorney Peter H. Jagel of the Law Offices of Peter H. Jagel, P.C. in Naperville. “Minutes are not a record of a particular board meeting until the board has approved them and distributing non-approved minutes could result in dissemination of inaccurate information. To that extent, the management company is correct.

“However, there is nothing to prevent the board from reviewing and approving the minutes of a board meeting at the end of that particular meeting. Article VII, Section 41 of Roberts Rules of Order makes it clear that if there is a long period of time between board meetings, it is appropriate for the board to review and approve minutes before adjournment. Practically speaking, this means that the party recording and preparing the minutes will have to do so immediately at the end of a meeting. This may or may not be possible depending upon the logistics of how your association records and prepares minutes for board review.

“If this process is physically possible, then your board could review and approve the minutes from that board meeting at the end of the meeting and it would then be appropriate to distribute the approved minutes immediately. It sounds like this process may be what the board was doing before the current management company became involved. There may be additional restrictions or requirements for minutes of board meetings contained in your association's bylaws and they should be consulted as well.”

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