Preparing proper minutes of association meetings.
The minutes of an association meeting comprise a permanent record of what occurred at the meeting and an account of the proceedings for those not present. Minutes are useful as guides for association staff, making it possible to determine precisely what disposition was made of certain matters at previous meetings. Such accounts, however, provide more than a convenient record. Minutes also represent necessary legal documents. In many states the law governing nonprofit corporations requires minutes be kept of board of directors meetings, membership meetings, and possibly other types of meetings as well.
Courts and agencies have in the past carefully studied the texts of meeting minutes when association policies or programs were challenged for antitrust, tax, or other issues. Those who draft minutes should do so, then, with the realization that the minutes might one day be examined in an investigation of the association or used in litigation involving the association. The ultimate significance of association meeting minutes can be substantial if such legal issues regarding meeting discussions or resolutions are actually raised in litigation or in some other context. In several antitrust cases, for example, recollections of those who attended meetings were disregarded when they were found to be contradicted by contemporaneous minutes written at the meeting.
As a consequence, it is essential that minutes accurately reflect what has occurred at an association meeting and that they be written so as not to raise questions later about the propriety of what occurred. Meeting minutes can be of significant benefit to associations if they are written as affirmative legal compliance documents. For example, minutes can verify that the legal ramifications of a questioned policy or program were recognized, addressed by legal counsel, and only then adopted at an association meeting. If written properly, minutes can be the best evidence of conscientious legal compliance by the association.
Paying attention to the following points regarding association meeting minutes can help ensure that minutes result in such compliance documents:
* Complete and accurate minutes are required of each association meeting, whether it is a meeting of the membership, of the board of directors, or of a committee.
* Minutes must indicate the place, date, and time of the meeting. Include the statement that notice of the meeting was given to those entitled to receive notice or that notice was waived. The names of those attending should be listed, the names of those absent may be listed as well, and it should be noted that any required quorum was present.
* Include a statement indicating that the minutes of the previous meeting were distributed and approved either as written or as changed. Clearly note all changes to the minutes of the previous meeting.
* Prepare minutes by following a standard format; numbered sections and paragraphs coinciding with those of the meeting agenda, for example, will assist in future reference.
* Minutes are to be written as a record of the actions considered and accomplished at a meeting, not as a recitation of each statement made by those attending nor a reflection of the variety of views expressed.
* In preparing minutes, describe each motion, report, or communication made at the meeting, and name the person or entity making it. Note the action taken by the deliberating body in response to each item. The number of votes cast for or against an action should also be reflected in the minutes. The various views expressed regarding each action, but not necessarily reflected in the final action, need not be recited in the minutes.
* Actions of individuals or entities that were made on behalf of all those attending the meeting and that were made since the last meeting - such as actions of an executive committee made while the board of directors was out of session - should be ratified at the meeting and the ratification reflected in the minutes.
* Written contracts - leases, insurance policies, and other formal agreements-may be approved at the meeting and recorded in the minutes. Copies may be attached to the minutes for reference.
* Whenever appropriate, minutes should include defensive statements about procedures used by the association to ensure legal compliance.
* If questions as to the propriety of an association matter are raised at a meeting, the minutes need to reflect the question, state that the matter was submitted for review by legal counsel, give the opinion and recommendations of counsel, and indicate that the advice was followed.
* Early drafts of meeting minutes, and notes or tape recordings made to assist in writing them, should not be retained in association's files or elsewhere once the final draft has been reviewed and approved.
* Distribute copies of the minutes to those entitled to received them, such as meeting attendees and other members of the body holding the meeting; and, of course, retain copies in the files of the association.
Following these procedures for proper preparation of minutes can help associations remain in compliance with legal guidelines. In addition, to help avoid later complications, many associations routinely ask legal counsel to review and approve draft meeting minutes before they are issued in final form.
Jerald Jacobs is a partner in the Jenner & Block law firm, Washington, D.C., and is general counsel to ASAE.
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|Author:||Jacobs, Jerald A.|
|Date:||Jan 1, 1999|
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