Jamie Herle, B.Comm, LLB, ACCI
Board Minutes: what should they and should they not contain?
The Condominium Act, 1993 (the “Act”), Regulations and legislative amendments grants ultimate authority for managing the condominium corporation’s affairs to its board of directors subject to any restriction or direction given to it by its members at an AGM. The Act further requires that a board shall keep minutes of its proceedings. The recent changes to the Act and regulations require that meetings minutes for the previous year be attached to the Estoppel Certificate. A commonly asked question is, “What should be and what should not be included in the minutes?”
Minutes of board meetings are a record of the decisions and actions taken by the board in the course of fulfilling its responsibilities and duties. Minutes should be a formal record of what the board has done to carry out the business of the corporation. They should be a concise record of the board’s discussions and decisions. Minutes should not be a complete transcript of every discussion and word at the meeting; they do not need to contain speeches, arguments or motions that are not passed but rather they should contain the material aspects of the meeting including:
- what type of meeting;
- the date;
- whether a quorum was present;
- what action items were raised by motion and seconded;
- the material aspects that led to the vote; and
- whether they were approved or not.
Owners and potential purchasers are entitled to request to see the minutes once they have been adopted or approved and therefore issues of privacy are raised. When providing owners or potential purchasers with access to the minutes of a condominium meeting you must be careful not to offend privacy legislation. You need to ensure that owners and potential purchasers are not provided with copies of minutes that contain:
- details of discussions identifying particular owners;
- identifying specific units;
- identifying employment matters;
- information on potential insurance claims litigation or matters that could prejudice the corporation’s ability to carry out its activities or negotiations.
Therefore, when an owner or person authorized by an owner requests a copy of the minutes any portions concerning a specific owner, a particular unit, insurance, employment, prejudicial or legal matters should be deleted so that the reader cannot identify the unit owner or confidential information. It is not recommended that the board keep separate minutes for this purpose; rather the appropriate provisions should be blacked out or removed from the copy provided to the reader.
It is strongly suggested that two sets of minutes (one redacted) be prepared at the time you prepare the original minutes so that there are no errors providing proper minutes when requested.
If you have further questions about minutes and what you are providing it is suggested that you discuss with your property manager and/or lawyer.