Recording Meeting Minutes: More Harm Than Good?
For the seasoned board member or corporate meeting-attender, taking thorough meeting minutes may seem like a routine practice in faithful recordation, as well as a legal requirement in many instances. However, as your community association law attorney will explain, taking meeting minutes during a residential association executive board meeting can lead to disastrous results for your team in the event it finds itself in the crosshairs of litigation with a resident or aggrieved plaintiff.
Under the laws of civil procedure, and civil discovery in particular, the contents of meeting minutes can unnecessarily expose a community association to liability it may otherwise have avoided. The following explains why, addressing both executive board meetings and open member meetings.
Dangers of Discovery
As you may be aware, disputes involving New York or New Jersey community associations are covered by the laws of civil procedure. If a lawsuit makes it past the summary judgment phase, the rules of discovery will trigger – thereby allowing either party to request documents and evidence from the other, assuming the evidence is not covered by any sort of privilege and is material to the outcome of the case. In terms of executive board meetings, this means that minutes recorded could (and will) become instantly exposed to scrutiny by the other side.
How can this create a problem for your community association? For example, imagine that your executive board opts to engage in a closed meeting in order to discuss whether to terminate a certain employee working on the property. Various issues are discussed regarding the employee’s lateness, tendency to leave early, and constant “childcare issues.” These issues are duly recorded in meeting minutes.
Later, the terminated employee files a wrongful termination lawsuit against the association, citing unlawful discrimination based on sex and parental status. These meeting minutes, which expressly list “childcare issues” as a reason for termination, could quickly – and significantly – increase the settlement value of the lawsuit, and should never have been recorded in the first place.
Unlike publicly-held companies and government agencies, there is no requirement under New York or New Jersey community association laws that private condominium associations record executive meeting minutes – provided, of course, the governing documents do not state otherwise. Assuming there are no recordation requirements, your board is best-served by avoiding meeting minutes all together.
Open Board Meetings
Within the bylaws of a community association are rules regarding quorum and the number of members that must be present in order to conduct a business meeting. Along the same guidelines as listed above, community associations should be very careful when recording meeting minutes for open business meetings – which may require the recordation of minutes as opposed to private executive sessions. Above all, make certain that the meeting meets the quorum requirements as stated in the bylaws.
If there are not enough members present to meet quorum, the meeting is not technically a business meeting under the bylaws, and is technically considered an information gathering. Accordingly, there is no need to expose the group to unnecessarily liability by recording the issues raised during the gathering, and the taking of meeting minutes should be avoided.
Contact Griffin Alexander PC for More Information
If you have questions about whether you should record meeting minutes, and would like to speak to knowledgeable community association attorney about the issue, please contact Griffin Alexander by calling our New Jersey office at (973) 366-1188 or our New York office at (212) 374-9790.