Q&A: Does Every Minute Count?

Q I serve as secretary on my co-op’s board of directors and would like to know if it is common practice for the secretary to write down everything said at a given meeting word-for-word. My board seems to think so, but I feel that paraphrasing is more efficient. Are there any hard-and-fast rules for minute-taking at board meetings? I have also heard that in some cases recording board meetings isn’t in a board’s best interest. Under what circumstances would that be the case?

—Inquiring Board Secretary

A “The proper method of maintaining minutes depends on the type of meeting and whether or not the minutes are going to be published,” says Attorney John J. Roman of the Palisades Park, N.J.-based law firm of Hubschman & Roman, P.C.

“Initially it should be pointed out that under the New Jersey non-profit corporation act, each corporation is required to maintain books and records of account and minutes of the proceedings of its members and board and executive committee. Under the above statute, there is no affirmative obligation to publish the meeting minutes but the better practice is to follow the guidelines set forth in the New Jersey Condominium Act, which require a certain portion of meting minutes to be published.

“The secretary, according to Roberts Rules of Order, a common method of parliamentary procedure, is usually required to record what is actually done by either the board or the membership—not what is actually said by any individual. If a matter has been voted on, the vote should be recorded as well as the issue voted on. When the minutes are going to be published a strict record of what is done must be maintained as well as identifying the speakers on each side of the issue. Therefore, you are not required to take down everything said word for word.”

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