Governance

September 9, 2024 Published by Toronto and Area Chapter - By Scarlett Guy

Myth Busters

From the Summer 2024 issue of CCI Toronto Condovoice Magazine.

Facts and fallacies about minutes and meetings

Over the 30+ years that I’ve been advancing the special expertise involved in minute-taking, there is still a lot of misinformation and misunderstanding in the condominium community as to what your meeting minutes are actually supposed to be. There is also a lot of confusion regarding the protocols to be followed at meetings.

Below are many of the ‘myths’ and false beliefs that I’ve encountered in this regard, followed by an explanation of what is actually true.

Myth #1: Minutes must outline the rationale behind every decision

FALSE: Your Board of Directors has been elected by a majority of the unit-owners as their representative, entrusted to make good decisions on their behalf. As such, the Board is free to make any decision it deems prudent, as evidenced by a majority vote at a duly constituted Board meeting. However, it is always good practice for the minutes to show evidence that due diligence was done by the Board in arriving at its decision. Further, directors have an obligation to ensure that decisions are made responsibly, in good faith, with the best interests of the condominium and its unit-owners in mind.

Myth #2: Minutes must document the statements and opinions of each director

FALSE: Minutes are intended to be the official record of the decisions made at that specific meeting, and to document the subsequent action to be taken as well as the individual that is responsible for following up on those actions. The minutes are not intended to serve as a ‘he said, she said’ transcript. The focus of the minutes is not on what was said, but to document what was decided.

Myth #3: Minutes should list all the suggestions put forward at the meeting

FALSE: The primary focus for Board minutes as a corporate record, is to document the final outcome of the discussion and the agreement or decision that was achieved at the meeting. If desired, more detail can be included in the minutes of task force meetings, workshops and brainstorming sessions; however, the primary focus is still geared toward documenting the decisions made at those meetings.

Myth #4: Minutes should note the names of bidders and the quoted amounts

FALSE: To evidence due diligence by the Board, it is prudent to note in the minutes how many quotes were reviewed, but there is no need to document the names of bidders and the quoted amounts. Further, there is no need to document the back-and-forth dialogue during the review process. What matters is the final decision, which in the case of a financial expenditure, should take the form of a Motion that is voted on. Specific details of the selected vendor, the service they will be providing, and the price that will be paid, should be clearly set out in the Motion.

Myth #5: Minutes should capture the tone of the meeting

FALSE: The minutes are merely to document the outcome of each topic’s discussion. It might also be argued that it would be very detrimental to a condominium if the unit-owners/residents/potential purchasers get the impression that their Board is dysfunctional or that there is disagreement among Board members. The minutes should never be ‘political’ in nature; the focus is on the majority consensus and decisions achieved.

Myth #6: Motions are mandatory to approve unaudited financial statements

FALSE: There is no requirement for a motion to be made to approve the monthly unaudited statements that are presented by the property management company. However, the Board is required to pass a motion approving the annual audited financial statement prepared by the Corporation’s auditor, before they can be presented to the unit-owners at the annual general meeting.

Myth #7: Motions are mandatory to close a meeting

FALSE: The Chair is authorized to declare a meeting to be concluded. Further, if a motion to close the meeting is called for, there is no need for a seconder.

Myth #8: Names of motions and seconders must be recorded

FALSE: Motions are a legal mechanism to get an issue on the table for voting. Someone making or seconding a motion does not necessarily have to be in favour of the motion they are making or seconding. All that matters is confirmation that a motion was made and duly seconded. Noting the names of the individuals that made and seconded the motion could give the false impression that they were in favour of the motion, even if they were not and merely wished to bring the matter to a vote.

Myth #9: Minutes can be amended to reflect a decision that was made after a meeting has ended

FALSE: The minutes are intended to serve as a record of what transpired at that particular meeting. It is never appropriate to ‘re-write history’ if a decision is subsequently made or changed after the meeting has concluded. In such case, the minutes of the next duly-constituted meeting can reflect that the previous decision is rescinded and most importantly, the new decision should be ratified and documented in the minutes at that time.

Myth #10: A Director cannot make a motion or vote to approve the minutes of a meeting at which they were not present

FALSE: Any current Board member may make a motion to approve and/or vote for approval of previous minutes, even if they were not in attendance at the meeting being voted upon. If this were not permitted, what would happen in cases when Board members change and those that were present at the previous meeting are not present at the subsequent meeting? The main purpose for approving minutes is to formally acknowledge them as a record of the Corporation. It is incumbent upon Board members to satisfy themselves that the minutes accurately reflect the decisions taken at that particular meeting, even if they were not present.

Myth #11: If there is no quorum at a meeting, minutes can still be taken

FALSE: Quorum is the minimum number of Directors that must be in attendance in order for a meeting to be duly constituted for the purpose of carrying out the business of the Corporation. This number is usually 50% plus 1. For example, for a Board of 5, the quorum would be 3; for a Board of 7 members, the quorum would be 4, etc. For shared facilities, the quorum consists of the number of members from each sister building that must be present for the meeting to be duly constituted, as stipulated in the Reciprocal Agreement and/or Shared Facilities By- Laws. A meeting cannot legally proceed if the minimum number of members is not present. However, notes of an informal discussion may be taken if desired, but no formal decisions can be made, and the notes would not qualify as a formal record of the Corporation.

Myth #12: Condominium Board Meetings must take place on a monthly basis

FALSE: While meetings are commonly held monthly, the Condominium Act only requires them to be held as needed to manage the business of the Corporation, which may be a few times a year or much more often.

Hopefully this article is helpful in clarifying some of the myths surrounding meeting protocols and minutes!

Copyright (c) 2024. MinuteTakers Inc. All rights reserved.

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Scarlett Guy, President, Minute-Takers Inc.
Scarlett is a former law clerk who found her passion in setting standards for minutes and developing the specialized art of minute-taking as a professional expertise in its own right. In the interest of promoting good governance and best practices in every sector where minutes are required, she founded Minute- Takers Inc. in 2007 and together with her team of 40+ trained minute-takers, regularly services over 200 condominium corporations on a monthly basis, in addition to other corporate and nonprofit organizations.