Minute Taking Made Easy

(00:00) Speaker: It's time for HOA Solutions today. This is where you'll find news tools and trends for condominium and association leaders.

(00:08) Speaker: There are so many things that are out of our control in the association industry where it's either hard or difficult or sometimes impossible to be able to do the right thing.

(00:20) Speaker: And now here's your host, Paul K. Mengert.

(00:24) Paul K. Mengert: This is the HOA Solutions Today podcast. Our topic for this episode is Minute Taking made easy. I'm very pleased to have with me today, Jim Slaughter. Jim is president of law firm Carolinas, which is one of the largest HOA condo practices in the Carolinas. Jim has served as CAI’s National College of Community Association Lawyers president and has authored four books on the subject of Robert's Rules of Order and Meeting Procedures, two of which were published in 2022. Jim, thanks for being with us today.

(1:04) Jim Slaughter: Good to be with you, Paul.

(1:06) Paul K. Mengert: Let's jump right in and talk about minutes, something that I know many of our listeners are often concerned about: How are they going to get this done? How do they make sure they say what they should say and don't say what they shouldn't say? Tell us, just what do you think it is that determines what goes in the minutes?

(01:23) Jim Slaughter: Well, Paul may Not be a very exciting topic, but it is an important one because of a dispute arises later. Frequently, the minutes are the best evidence of what actually happened at a meeting. The short answer is that minutes are a record of what was done at a meeting. They are not a record of what was said at a meeting.

(01:39) Paul K. Mengert: Very interesting. So I've heard some say that you really should just record who was there and what motions were made and what happened to the motion.

(01:48) Jim Slaughter: And that's pretty close. Of course, at the end of the day, the minutes are going to be what that group decides they are because they have to adopt them at the next meeting. So they may put some stuff in there they want others don't want. But you're right on target if you're following Robert's, which, of course, the state statute in North Carolina says that HOA’s and condos are supposed to follow. Many associations in North and South Carolina, have that in their bylaws minutes tend to be what was the meeting? When was it? Where did it meet? Who was present? And then there's one paragraph for each motion that got made and what happened to the motion. And then the last paragraph is, what time did the meeting end? That's the Robert's recommendation of what minutes should look like.

(02:29) Paul K. Mengert: Sounds like it's not as complicated as a lot of people make it.

(02:33) Jim Slaughter: It is not. And in fact, where most associations get get bogged down is if you try to take down what people said, not only is that going to take a lot of time, but it's likely going to lead to conflict because people are going to say, that's not what I said, or you summarized me incorrectly and you're having a fight about what someone said When we don't care what people said, we really care. What did the organization do at the meeting?

(02:58) Paul K. Mengert: So it sounds like what you're describing could reasonably be often fit on one sheet of paper.

(03:05) Jim Slaughter: Easily! In fact, we have a set of sample minutes on our website where there's a meeting that went for an hour and 40 minutes and it fits on a single side of one sheet of paper, double spaced with large margins, because if you take out what people say, minutes tend to get shorter.

(03:21) Paul K. Mengert: Jim I think that's going to be really helpful to a number of our listeners and HOA and condominium officers across our region. Thank you, Jim. We're now going to go to the HOA Solutions Today Newsbreak.

(03:39) Speaker: And now it's time for your HOA Solutions Today Newsbreak.

(03:43) Newsbreak: co-op and condo boards across the country are worried about the safety of their money in the wake of the largest bank collapse in US history, the Federal Deposit Insurance Corporation protects all deposits made up to $250,000, meaning the federal government promises that the taxpayer will bear no losses associated with the resolution of the banks. Banking, legal and property management experts believe that the boards banks of choice are most likely safe, but strongly recommend having a property manager confirm a bank's financial health before depositing the money there. Other financial specialists also advise boards not to select a bank that no one's heard of or to look solely at the interest rates of bank offers when deciding. The key is to find a conservative bank that provides quarterly financial reports at a minimum to show its profitability and stability. Let us know your thoughts by leaving a comment at HOASolutionstoday.com.

(04:36) Paul K. Mengert: We're back. I’m Paul K. Mengert and I'm here with Jim Slaughter discussing minute taking made easy. Jim I think in our last segment you provided some really good information a lot of people may not be very aware of in terms of what goes in the minutes now that we've tackled that. Tell me a little bit about who is responsible for taking the minutes and and why are they so important?

(05:04) Jim Slaughter: Well, again, Paul, the minutes will be the record of what happened at the meeting. And if a dispute arises later about the the wording of a motion was or what happened in a meeting. The minutes are where we tend to go. Also by state statute meetings of condo and homeowner association boards and membership meetings are supposed to have minutes of their meetings. So that's why it's important to keep in terms of who's supposed to do it. While it's often the responsibility of the secretary and the bylaws, it might be a professional manager who takes it if that's been arranged, or it might be another person if it's been arranged that there's some other individual who's responsible for taking the minutes.

(05:43) Paul K. Mengert: Yeah. I remember attending a meeting once where the developer had hired a stenographer to take minutes, But it seems like that might give you a very different product than what you're referring to as professional minutes.

(05:59) Jim Slaughter: That's correct. Paul. A stenographer would be taking a verbatim transcript. And while you might want a verbatim transcript and by a verbatim transcript mean every word will be taken down, Every, uh, every, you know, is going to be typed on the sheet of paper. And while that might have some purpose, we usually recommend against it unless an attorney has said to do it. The reason that you typically don't put down what people say and instead put down what people do is, for instance, I've seen two minutes in the last month, two sets of minutes, where at the meeting some board member who had talked to an attorney summarized in the minutes what they thought the good parts of the lawsuit they were about to start had and what the bad parts of the lawsuit they were about to start had and how much it was going to cost to defend this lawsuit and their general thoughts on whether they should defend or not defend against this lawsuit. And that was just going to be in the minutes for the whole world to see, including parties that were on the other side of the lawsuit. And that would not be the kind of thing you would want in minutes.

(07:00) Paul K. Mengert: So I'm under the impression that when you have legal matters, you might want to discuss those in an executive session or close session and that that would usually have its own independent settlements.

(07:14) Jim Slaughter: You're right on point to two important things to note, though. This was not a meeting where an attorney was. This was a meeting where someone was summarizing what their conversation with the attorney was elsewhere so that that would not be protected by the attorney client privilege. If a group goes into closed session to either discuss or to make decisions about something in closed session, there would be minutes in that closed session. But keep in mind the rule you just go into closed session to talk about something. There really aren't going to be minutes because we don't keep a record of what was said. If action was taken in closed session, there would be minutes of the closed session, but those would only be available to the people who had a right to be in the closed session and they would not be kept with the regular minutes. Those would be different minutes than than all the other minutes.

(07:57) Paul K. Mengert: But very interesting and again, I think very helpful. Jim, we're going to come right back in a minute, but we have another HOA solutions today Newsbreak we're going to go to and we'll be back in just a moment.

(08:13) Speaker: And here's another HOA Solutions Today newsbreak.

(08:17) Newsbreak: In an effort to decrease short term rentals and 821 home HOA in Tampa, Florida, has amended its governing documents to state that buyers cannot rent out their homes until they have lived in them for at least two years. While only 4% of the homes are corporate owned rentals, they account for 25% of rule violations. Corporate rentals are hard to track down and do not maintain their properties to the same level as owner occupied homeowners. A Redfin analysis shows that the last quarter of 2021 investors, which can be at any institution or business that purchased residential real estate, bought 18.4% of homes purchased in the US. Still, Tampa's percentage was even higher than the national number at 24.2%. It's also likely that the investor purchases could increase this year due to mortgage rates coming down from last year's high. Let us know your thoughts about corporate owned rentals by leaving a comment at HOASolutionstoday.com

(09:12) Paul K. Mengert: Welcome back folks. I'm Paul K. Mengert here discussing minute taking made easy with attorney and parliamentarian Jim Slaughter. Jim, I appreciate you helping bring all of our listeners and board members and managers up to speed on the latest techniques in taking minutes that are appropriate. I don't know if there have really been any changes to how minutes should be taken. Has there has there been any evolution of what goes in minutes or has it been static for many years?

(09:45) Jim Slaughter: As you mentioned, sometimes now at meetings you'll see a verbatim transcript. But do like to stress that's not minutes. Minutes are just a short summary of what happened at the meeting. The general outline of what you put in minutes has been fairly static for a good number of years now. So if you're keeping the minutes according to Robert's, it would just be a record of what was done at the meeting.

(10:06) Paul K. Mengert: I'm sure that's really great news to a lot of association secretaries that are spending a lot of time, maybe unnecessarily, including a lot of information that I gather from you may not even be helpful to have events.

(10:22) Jim Slaughter: In terms of new practices. I will mention, Paul, I don't know that it's a new idea, but haven't seen much writing about it. In both of my new books, particularly Robert's Rules of Order, Fast Track, I do write about some newer techniques for taking minutes that I've heard about. One is a minutes template. A minutes template is basically an outline of what you expect to happen in the meeting, and then you just fill in the relevant portions. There's also an even better technique known as skeletal minutes. In skeletal minutes. You write the minutes of the meeting before the meeting, and the way you do that is if you've got a good agenda, you have a pretty good idea of when the meeting is going to be, where it's going to be, who's going to be there. Maybe a few people don't come. You'll mark them out. If you follow your agenda, you have a pretty good idea of everything that's going to happen in that meeting. You simply don't know if motions passed, failed or were modified in some way. But by using skeletal minutes, you can write the minutes ahead of the meeting and finish them up in 15 seconds to 30 seconds after the meeting.

(11:20) Paul K. Mengert: What a great idea. And Jim, I don't know if you know this or not, but we furnish a template with this podcast actually that gives a kind of a basic template of what the minutes might look like, basically asking who attended and a place to fill that in. And any reports that were given that could be attached if appropriate, and then a set of motions that were made and what the motion was about, who made it, how it was disposed of. So sounds like the idea made its way into your book.

(11:52) Jim Slaughter: And a minutes template. Very helpful. Nice of you all to provide that. It's sort of we're not sure what's going to happen in the meeting, but here's an outline and then you can use that to do skeletal minutes, which is we actually do know what's going to come up at the meeting if we have a planned agenda and we'll just go ahead and use our minutes template, but we'll fill in all the details with the agenda and then we'll just wait to see what happens.

(12:15) Paul K. Mengert: Excellent. You know, what's occurring to me here is it's like a lot of other things. When you really know what you're doing with something, it's just not as hard to do as if you don't know what you're doing. I think I see a lot of well-intended people that spend hours putting together minutes, and I just heard from you that you could do it in 15 seconds if you have the skeletal minutes, maybe not quite that fast, but I'm sure it can save a lot of time.

(12:43) Jim Slaughter: And the other side of this I'll mention, Paul, is that at the next meeting, when the group adopts the minutes, that also should not take very long. And all that really needs to be done to adopt minutes is to make certain that members have it in advance. If you can email the draft minutes in advance, mail them to people. And then at the meeting, basically the chair just asks if there are any additions or corrections to the minutes and if there are none. The best practices, in my view is for the Chair Just to ask, is there any objection to approving the minutes? And if no one objects the Chair simply to. In the minutes are approved. And if someone wants to make some amendments, you take care of those as they come up and the body decides that those are things that should be in the minutes or not.

(13:22) Paul K. Mengert: That's terrific. Thank you, Jim. And we're going to go to our Final Solutions Today newsbreak, and we'll be back with Jim Slaughter in just a minute.

(13:37) Speaker: And now our final HOA Solutions today, Newsbreak.

(13:41) Newsbreak: A condo board in Upper East Side Manhattan with 300 units, faces challenges when planning the best way to pay for the $7 million needed in facade work. With loan interest rates increasing, the association is looking at about $72,500 and monthly mortgage installments that would be spread among all the owners. If the association decides against taking out the loan, the homeowners will have to pay a little over $23,300 each for this project. The board has a few other options, including offering different payment plans, but realistically would become an accounting nightmare for the association to keep track of every unit and option. The association could also have the owner pay the principal portion to them. Still, they must immediately pay back the bank after collection to avoid paying the interest rate. Lastly, the board can present 1 or 2 payment plan options to owners and assign the loan to each unit. Meaning if the unit sells, the owner can negotiate payoff amount and have the buyer continue to pay the fees. Let us know which payment option you would choose by leaving a comment at HOASolutionstoday.com.

(14:46) Paul K. Mengert: We're back everyone. And as we close out today's episode, I think it's important to remember kind of takeaways from this episode as it is with all of our episodes. And Jim, I want to ask you if you could just give our listeners maybe three takeaways they should really remember about minute taking made easy for community associations.

(15:10) Jim Slaughter: First, if a business meeting is meeting to transact business, there should be minutes of the meeting. Whether it's because of a state statute, whether it's because of the bylaws or whether it's because of Robert's Rules of Order, there should be minutes. Secondly, as we discussed, the minutes are supposed to be a record of what was done at a meeting, not what was said at a meeting. You don't need to spend lots of time trying to summarize or to quote what people said at the meeting. That usually leads to trouble, including sometimes legal trouble. And lastly, in terms of adopting minutes of the meeting, certainly the best way is to try and do it simply by unanimous consent and asking if there's any objection to approving the draft minutes. And if there is objection, you can clear up what the objection is. But then you should adopt the minutes. In terms of adopting, I will say boards typically adopt their minutes at the next meeting. Robert says annual meetings it's best not for them to adopt minutes of the prior year just because nobody remembers what happened a year ago. And it would be best for the board to go ahead and do that shortly after the meeting.

(16:14) Paul K. Mengert: Very well. Jim, we certainly appreciate you being here with us today. And just throw in my own $0.02 on the summary. Make sure you do minutes, keep them simple, keep them focused on your business, and be sure to approve them at your next appropriate meeting. So, again, Jim, thanks for being with us today. This is the HOA Solutions Today podcast. For more news tools and trends, please visit HOA Solutions today and subscribe to our series. I'm Paul Mengert and we'll see you next time.

(16:52) Speaker: Thanks for listening to HOA Solutions today. Find more information on today's topic online at HOAsolutionstoday.com

(17:02) Promotional: This podcast is a production of BG Ad Group. Darren Sutherland Executive Director. Doug Hardin, Creative Director. Jacob Sutherland, director producers Jason Terrell and Matt Golden and Ken Jeong, video producer. All rights reserved.

To access our free Minute Taking Made Easy pamphlet, click here.

Co-op and Condo Boards Are Wondering: Is Our Money Safe?

Co-op and condo boards across the country are worried about the safety of their money in the wake of one of the largest bank collapses in U.S. history. The Federal Deposit Insurance Corporation protects all deposits made up to $250,000, meaning the federal government promises that the taxpayer will bear no losses associated with the resolution of the banks. Banking, legal and property management experts believe that the boards’ banks of choice are most likely safe but strongly recommend having the property manager confirm a bank’s financial health before depositing the money there. Other financial specialists also advise Boards not to select a bank nobody has heard of or to look solely at the interest rates a bank offers when deciding. The key is to find a conservative bank that provides quarterly financial reports, at a minimum, to show its profitability and stability. Let us know your thoughts by leaving a comment.

Pasco HOA Takes Steps to Curb Rental Growth

In an effort to decrease short-term rentals, an 821-home HOA in Tampa, FL, has amended its governing documents to state that buyers cannot rent out their homes until they have lived in them for at least two years. While only 4% of the homes are corporate-owned rentals, they account for 25% of rule violations. Corporate rentals are hard to track down and do not maintain their properties to the same level as owner-occupied homeowners. A Redfin analysis shows that in the last quarter of 2021, investors, which can be any institution or business that purchases residential real estate, bought 18.4% of homes purchased in the U.S. Still, Tampa's percentage was even higher than that national number at 24.2%. It is also likely that investor purchases could increase this year due to mortgage rates coming down from last year's high. Let us know your thoughts on corporate-owned rentals by leaving us a comment.

Condo Board Wrestles With Ways to Pay for $7 a Million Facade Project

A condo board in Upper East Side Manhattan with 300 units faces challenges when planning the best way to pay for the $7 million needed in facade work. With loan interest rates increasing, the association is looking at about $72,500 in monthly mortgage installments that would be spread among all the owners. If the association decides against taking out the loan, the homeowners will have to pay a little over $23,300 each for this project. The board has a few other options, including offering different payment plans, but realistically would become an accounting nightmare for the association to keep track of every unit and option. The association could also have the owner pay the principal portion due then. Still, they must immediately pay the bank after collection to avoid paying the interest rate. Lastly, the board can present one or two payment plan options to owners and assign the loan to each unit, meaning if the unit sells, the owner can negotiate a payoff amount and have the buyer continue to pay the fees. Let us know which payment option you would choose by leaving a comment.