Month: March 2022

The minutes are written – now what?

Proper handling of meeting records is key. Important considerations include reviewing for accuracy, making corrections, distribution, filing and storage.

In our years of running a professional minute-taking company working with more than 500 condominium boards across Ontario, we’ve noticed that the management of meeting minutes differs from board to board. Of course, taking minutes is not only good practice, it is mandatory as part of keeping an official minute book under the Condominium Act. But precisely what happens after the minutes are taken and how they are distributed are points of contention.

A central consideration when deciding who should take your meeting minutes is delivery time: often a designated board member, a property manager or a hired third party is enlisted. One benefit of hiring a professional minute taker is that the delivery time of the completed minutes should be clearly disclosed prior to engaging. A deadline should also be set if it is the board secretary who takes the minutes; it can depend on the protocol of the board, but receiving the completed document within one week of the meeting is a good guideline.

Prompt receipt of the minutes allows ample time for them to be reviewed before the next meeting, which improves the efficiency of meetings: instead of analyzing the previous minutes at length for the first part of each meeting, most of the legwork can and should be done via email, weeks in advance. It also reduces potential unnecessary discussion and debate during the meeting, which can be time-consuming and expensive.

Distribution, Part 1

Minutes should be submitted to the building manager and the board president, who should take a day or two to review them separately and then compare reviews with one another via email. Next, they should formulate one email to the rest of the board with their suggested amendments in the body of the email and attach a first draft of the minutes. The other directors should be asked to submit their opinions and their own proposed changes by a deadline – three to five days, for example.

Once the board has had the chance to respond, the manager should send the amendments on which there is consensus to the recording secretary or the minute-taking company to be entered into the working copy of the minutes. This sets the stage for efficient board meetings with the goal of getting the previous set of minutes approved and signed promptly. Disputed changes should not be made to the minutes; rather, the board should be notified in advance that those proposed amendments will be discussed at the next meeting.

Once the board agrees on all the amendments to be made to the previous minutes, they can be approved with a formal motion during the next meeting and signed.

Distribution, Part 2

Once minutes are approved, how they should be distributed and stored?

Minutes only need to be distributed to individual owners upon request, in which case it is important to ensure that only the open minutes are released — not the in-camera minutes. In-camera minutes pertain to actual or contemplated litigation, insurance investigations involving the corporation, and items related to corporation employees (not including contracts) and specific unit owners. These items do not need to be disclosed in the regular minutes and the board has the discretion to keep these subjects confidential.

How to Store Minutes

The best solution for filing and storing minutes is a cloud-based system that is available to both board members and managers, making the documents available to all relevant parties.

Condominium records (including minutes) are often misplaced or difficult to obtain because the turnover of board members, management companies and managers is quite common. At Minutes Solutions, we frequently get calls from boards saying, “Can you please send us the minutes for the last two years? We recently got a new manager and the old manager is not reachable.” Or simply, “Can you send these minutes — we can’t seem to find them.”

Keeping minutes and meeting documents on a centralized system allows 24/7 access to board members and managers and solves the issue of misplacing, losing, or not being able to access minutes. Some professional minute-taking companies offer a storage service that does exactly this. With a cloud-based system managed by a professional minute-taking company, boards can limit and regulate access in case anything were to happen with the manager or a rogue board member.

Although every board may have a unique way of distributing and managing their meeting records, following these steps will establish a straightforward protocol to ensure that they are abiding by legislation and providing prompt access to minutes and records.

Every board has come across circumstances where meeting minutes needed to be reviewed in order to understand the details of a past discussion or decision. Wading through minutes can be a very cumbersome experience, especially if they are not properly transcribed or easily recalled.

Minute-taking can be a daunting task, but it is also crucial. Keeping a fair and unbiased record of decisions can go a long way toward reinforcing a proactive relationship between the board, management and the condo’s residents.

A question that often comes up is: How can I make sure I’m taking good meeting minutes?

Here are eight tips for crafting a quality set of minutes:

1. Understand the purpose of minutes: Minutes should serve as a tangible summary of what was discussed at a meeting – keeping them relevant and succinct requires keen attention.
2. Know what to include: When taking minutes, discretion is necessary. Table talk that does not contribute to relevant topics (he said she said) should be omitted.
3. Be clear: If a future board member recalls past minutes, they should be able to clearly identify who was present and understand the context of what took place.
4. Be consistent: A good set of minutes maintains consistency throughout. This includes the way parties are addressed, nomenclature, titles, formatting, spacing, and motions.
5. Identify who is in attendance: The attendants of the meeting should be clearly identified by name, title and affiliation or purpose. This includes guests and representatives.
6. Use impartial language: Refrain from writing in the first or second person. Avoid using pronouns such as “I”, “we”, “us” or “you”, even if you belong to the board.
7. Understand when to use in-camera minutes: Items pertaining to employees of the corporation, investigations, lawsuits, or specific units, should be kept in a separate in-camera section.
8. Edit carefully: Ensure your minutes are properly edited for content, grammar and syntax. If using a third party, inquire about their editing methods or processes.

Although the aforementioned tips can assist with creating a good document, it also important to remember that minutes remain completely objective. Board members and management are encouraged to carefully review the final product, prior to approval, as a thorough review of the minutes will help mitigate discrepancies.

And finally, now that you have put together a comprehensive set of minutes, make SURE the document is properly archived – you never know when you’re going to need it!

The job of a property manager is a challenging one. They are responsible for coordinating the maintenance of the building, supervising outside contractors for any major projects, keeping in close communication with the board of directors, and managing the daily issues that arise. With many irons in the fire, monthly board meetings can be an extensive amount of work to prepare for. It would seem natural for the manager to also keep the minutes of the board meeting, since they are the ones who are most aware of all of the activity that is happening in the condo. However, there are many reasons that the manager is not the best person for the job.

5 Reasons Why a Manager

Should Not Take the Minutes

1. Impartiality

When aspects of the property manager’s job are being questioned or challenged by board members, it can be difficult to keep impartial and professional minutes. However, it is essential for information to be given that is without bias or emotion. It would be nice if every board of directors got along harmoniously and worked together, but this is not always the case. Residents need to know that they are getting the impartial truth and will not have to question what they are reading.

2. Professionalism

It is easy to get caught up in the “he said, she said” of board meetings. However, minutes from board meetings are not a transcript of every word that was said. In properly formatted minutes, things like decisions, approvals and motions need to be included. Of course, there are things that need to be left on the cutting room floor: he said, she said, table fodder, as well as personal opinions or preferences.

It is also important that minutes are recorded in a proper format that makes the document easily readable, understandable, and consistent from month to month. Points are laid out clearly and succinctly. If they are not, the reader could misinterpret the meaning of the document. Property managers have tremendously demanding jobs. If they are responsible for taking the minutes, editing and formatting may take a back seat to other priorities that require more immediate attention. This, as well as other factors, can cause a delay in their completion and accuracy, if the responsibility to take the minutes falls on them.

3. Active Versus Passive Participation

Robert’s Rules of Order is a parliamentary model for conducting board meetings which provides procedures and rules that permit a deliberative assembly to come up with efficient decisions.[1] It is used by many types of organizations, including the United Nations. Robert’s rules suggest that minute takers are not to be active participants in the conversation.

4. Minutes That Will Stand up in Court

Minutes are an official and legal record of a meeting. Having properly documented minutes is required under the Condominium Act. Unfortunately, there are times when minutes are required in the event of a lawsuit. No one wants their corporation to be liable because of minutes that were not taken properly. Clear and concise minutes will only help a corporation in the case of a potential lawsuit.

5. CMRAO Code of Ethics

The CMRAO stands for The Condominium Management Regulatory Authority of Ontario and is a self-funded non-profit corporation that is accountable to the Ontario Ministry of Government and Consumer Services (MGCS).[2] This corporation helps managers and management companies by providing protection in the increasingly popular condo market in Ontario. The Code of Ethics gives the rules that condo managers and management companies need to follow.  One of the requirements covered by the Code attempts to prevent fraud, error or conflict of interest.  Having a manager or board member take the minutes can be a conflict of interest.

Possible Solutions

So That Your Minutes Are Done Properly

1. Using a Board Member to Take Minutes

It is important for the property manager to be fully engaged in a meeting. One way to do this is to use the board secretary or another board member to record the minutes. Although it is not ideal, it is a better option than having it fall to the busy property manager.

2. Hiring a Third-Party Minute Taker Is Well Worth the Investment

The best possible solution is to find a trusted third-party minute taking company to record the minutes for your meetings. This will ensure unbiased and honest records about the decisions the board is making. Just as you would use a real estate agent to sell your home, trust only a professional with the important details about your condominium. Using a professional will give residents confidence and trust in their condominium board and manager. Happy residents ultimately make the job of a property manager much easier.

[1] http://www.rulesonline.com
[2] https://www.cmrao.ca/en-US

Written by Mitch Drimmer, President, Axela Technologies and Noah Maislin, CEO, Minutes Solutions

Taking minutes for an HOA or condo meeting can be arduous, intimidating, and a misunderstood procedure. But make no mistake, meeting minutes are crucial and – if taken incorrectly – could cost the community financially.

Minutes are not supposed to be a verbatim recording of what happened at the meeting, but rather they are an official record of the decisions taken by the board of directors. It is where the motions, votes on motions, action items, and notations of items tabled for a future meeting are memorialized.

They are a living written history of the association and provide a linear record of the decisions made over the tenure of many boards of directors. Minutes should be kept for many years and, depending on your where you live, there are often time horizons given for how long they are to be kept. They provide continuity and if there is a lawsuit, they are considered a significant evidentiary document.

This is why it is critical that minute taking is done properly. Boards often consult the minutes to resolve conflicts and incorrectly taken minutes may instead escalate a dispute.

Some associations adapt an established set of rules of order such as Robert’s to their own needs to run their meeting. Rules of order give specific direction on how a meeting is conducted and how the minutes should be recorded.

Unless the organization’s governing documents are specific as to who is responsible for composing the minutes, almost anybody can do this task – but this does not mean anybody should.

Minute taking is sometimes done by the property manager or directors on the board – often the secretary. Look at your governing documents to see who is responsible for the minutes and in most cases, it will be the secretary. But while the board’s secretary is the keeper of the association’s important documents including the minutes, it does not mean they have to – or should – actually write them. Having a board member take minutes sidelines a key decision maker who may be too distracted by the task of writing about the meeting to actually contribute to it.

Another option is to engage a third party to take the minutes. These services provide clients with a professional who is well-versed in what must be in minutes and what should not be. A professional minute taker is experienced at documenting the board’s decisions in objective language, which may protect directors from liability in the event of a legal dispute. Minutes by an outside recording secretary have more credibility because the individual who took them wasn’t also involved in making the decisions for the association.

A professional minute taker is also unbiased from the point of view that they are not involved in ownership of any units in the building or home and have no vested interest in the financial outcome or decisions. Thus, allowing them to create minutes on exactly what happened at the meeting and not have the urge to skew the minutes in their favor for a potential financial gain.

Conversely, emotional arguments of who said what are not necessary or advisable in minutes and can even end up making individual board members personally vulnerable in a lawsuit.

Once the minutes are voted upon in a subsequent meeting and approved, they become the official record of the association. This means that they are subject to inspection by the members of the association. Paper copies of board minutes are nice, but lots of documents get lost, and it is always a good idea to digitize them and put them in a folder such as Google Drive that resides in cyberspace. If your association or management company has a fire or flood, and the minutes are lost, that can cause a big problem for the governance of the association.

If you digitize and put them in cyberspace, you can keep the minutes for as long or as little as needed and there is extraordinarily little cost to keep them. There may be great cost of not having them done right and not keeping them for a minimum of at least seven years. To paraphrase an old credit card commercial…Don’t leave a meeting without them.

There is no doubt that the last few months of the COVID-19 pandemic have contributed to the rise of virtual meetings. While it might seem like online meetings would make holding discussions or developing processes disjointed, virtual meetings have several advantages – especially when gathering in-person is difficult or impossible.

Many condo boards have recognized the importance of meeting virtually to keep the board, owners, management, and service providers informed on next steps, decisions, and actions. Whichever platform your corporation has chosen to use, the following advantages of online meetings will help ensure progress when physical distancing is encouraged or required.

1. Virtual meetings accomplish the tasks and processes that wouldn’t otherwise be possible.

As the phases of reopening are varied, the option of meeting in person might not be a possibility, or desire, for every board. For condominiums in particular, this raises concerns around the ability to not only hold board meetings but other larger and equally important gatherings such as town hall meetings or AGMs. Virtual platforms overcome the physical obstacles by allowing those meetings to take place anyway and for decision-making processes to move forward in an informed and timely fashion.

Without virtual meetings, board meeting and owners’ meetings might not be possible. This results in your board putting off decisions and actions that need to be addressed now. Virtual meetings allow those next steps to take place and accomplish many other tasks that could not otherwise be completed when in-person meetings are challenging or out of the question.

2. Virtual meetings are effective and efficient.

Virtual meetings make the decision-making process more productive and efficient.  Sometimes progress can only be achieved with regular verbal and visual check-ins and ongoing communication — a tangled e-mail thread amongst board members and management just won’t cut it. Virtual meetings keep things moving.

Especially when accompanied by an agenda, a virtual meeting tends to keep attendees focused. Although online attention spans can be shorter, this creates a sense of urgency to efficiently address the agenda. There is less table talk and more productive conversation and streamlined decision-making — boards can concentrate on action items and execute them effectively. Face-to-face online conversations between team members keep the flow of decisions and actions moving forward and keep organizations and boards up-to-date and on track.

3. Virtual meetings are cost effective.

In this time of financial difficulty, most corporations are seeking savings wherever possible. Virtual meetings lower overhead costs including travel, venue rental, and the refreshments typically provided at in-person meetings. Meeting materials and office expenses can also be reduced, such as when hard copies of documents that might normally be printed for an in-person gathering are replaced by electronic copies presented virtually using screen-sharing features (also very environmentally friendly!).

4. Virtual meetings are universally accessible.

The accessibility of virtual meetings is second to none and ensures that all the people who need to attend can do so. All one needs is a device with an internet connection (e.g., smartphone, tablet, or computer) or an old-fashioned telephone.

Virtual meetings also open up the opportunity for additional parties to easily attend. This could include other teams within your corporation, service providers, or your minute taker, if you use an external vendor. The accessibility of virtual meetings is reason enough to take your discussions online to ensure that those who need to participate are able to and are comfortable doing so.

Conclusion: the organization that meets together stays together

The changes to the way meetings are being conducted right now doesn’t mean that your processes will be ineffective. Take your meetings online to keep your corporation on track and moving forward through good virtual communication to allow for streamlined discussions and decision-making. The cost-saving and accessibility benefits of virtual meetings facilitate these needs and they are key elements in maintaining the viability of your team as you move through challenging times together.

There have been some recent decisions regarding the use of the term “in-camera”. Minutes Solutions has reviewed the decisions and discussed them in detail with our legal counsel. Here, we would like to clearly set out the main issues of each case and our stance going forward. The recent decisions are summarized below:

Decision 1: The main issue being the original request for minutes did not result in all of the minutes being provided. There was a lack of explanation as to why certain portions of the minutes were not provided, and why they were redacted. (Robinson v. Durham Condominium Corporation No. 139, 2021 ONCAT 81)[https://decisia.lexum.com/cao-oosc/decisions/en/item/512283/index.do?q=in-camera]

Decision 2: The main issue being the original request for minutes did not result in all the minutes being provided and an overall lack of good minute taking practices by the board. (Russell v. York Condominium Corporation No. 50, 2021 ONCAT 103)[https://decisia.lexum.com/cao-oosc/decisions/en/item/515574/index.do?q=in-camera]

Decision 3: The main issue being the original request for minutes did not result in any minutes being provided and a complete lack of response by the board. (Zamfir v. York Condominium Corporation No. 238, 2021 ONCAT 118)[https://decisia.lexum.com/cao-oosc/decisions/en/item/517702/index.do?q=in-camera]

The takeaway from all three cases is not only the importance of good minute taking and record keeping, but also the erroneous use of the term “in-camera”, which is not referenced in the legislation governing these decisions. Overall, it is critical to ensure that each request for records is in alignment with the requirements of the applicable legislation and regulations for your region.  As a result of these decisions, Minutes Solutions will no longer be utilizing the term “in-camera” and instead will use the term “restricted records” as we feel it is a more applicable term for our clients, no matter the region.

If there is a request to review records (from a person or entity that is allowed to see the records) the Board is responsible for providing the minutes and ensuring that there are no records omitted, either purposely or unintentionally. If there is a requirement for any redactions to those minutes, then the board must ensure that there is a reason supplied for each redaction.

Minutes Solutions is of the opinion that separating open minutes and restricted records has proven to be a benefit. Separate sets provide ease and efficiency for our clients, particularly in instances where redacting is required. Separate sets help the person redacting the minutes to identify which items are likely to contain portions that should be blacked out. Requesters have the right to review restricted records as long as the appropriate redactions have been made.

We are happy to continue providing minute taking services for restricted records for our clients and will continue to do so for all clients we currently provide this service for. If you no longer wish to receive a separate document with ‘restricted records’ please let us know and we will stop. Ultimately, we will continue to operate with the best interest of our clients at heart.

Boards have adapted and migrated from in-person meetings to virtual meetings, to a blend of both, known as hybrid meetings. Virtual meetings require individual participants to log into the online meeting room remotely; hybrid meetings, on the other hand, involve both remote attendees and participants who gather physically (such as in a conference room) and who log into the online meeting room together.

While many participants are now familiar with common audio disruptions during virtual meetings from technological glitches, hybrid meetings present new challenges because multiple microphones and sound speakers are being used in a single room. This emits audio feedback (or screeching) and echoing that eat up precious meeting time, create distractions for attendees, and make it difficult to understand the discussion.

What Causes Audio Feedback or Echoing

Audio feedback or echoing during hybrid meetings occur when multiple active sound input and output devices are within proximity. If the sound speakers are loud enough to play into nearby microphones, the originating audio signal (i.e., the voice speaking) will be picked up by the nearest microphone, be played through the multiple speakers in the physical room, and then simultaneously be channelled back into the other active microphones nearby, resulting in an audio loop that causes the screeching.

To avoid audio feedback/echoing during hybrid meetings, some participants resort to using a single cell phone that is logged into the Zoom room. While the cell phone’s built-in, echo-cancellation function prevents audio loops, a single microphone is unable to record the participants’ voices with accuracy and clarity (especially if attendees are physically distanced in accordance with public-health protocols). This results in poor sound quality for all meeting participants and makes it difficult for remote attendees to hear and understand the discussion.

How to Fix It

During hybrid meetings on Zoom, in-person participants can minimize audio feedback/echoing while maintaining the audibility and clarity of the conference discussion by isolating active sound speakers and microphones within the physical room.

Step 1:

Only one person in the physical room, such as the chairperson or meeting organizer, logs into the Zoom meeting room and turns ON the speaker and microphone (Figure 1).

(Figure 1)

Step 2:

Everyone else in the physical room logs in using their device, turns OFF the sound speaker, turns ON the microphone (Figure 2), and lowers the device volume (Figure 3). This setup allows Zoom to pick up original audio signals (i.e., voices) throughout the room without emitting and channelling those signals back into nearby microphones and creating feedback/echoing.

Step 3:

Meeting attendees who participate remotely can use both their microphone and speaker on their single device (Figure 4). Using two active audio devices to log into the Zoom room, such as a computer and cell phone, can cause audio feedback/echoing.

(Figure 4)

Now enjoy clear and audible sound during your hybrid meetings and have a clear recording once the meeting is complete, whether attending in-person or remotely. If minutes are being created from a recording of your meeting, it is very important to provide the minute taker the best-quality audio from your meeting.

Cheat Sheet for the Best Audio Quality for Your Hybrid Meeting

• Only one person in the physical room logs into the Zoom meeting room and turns ON their device’s speaker and microphone.
• All other in-person attendees (or as many as possible) log in using their device, turn OFF the sound speaker, turn ON the microphone, and lower their device volume.
• Remote meeting attendees turn ON the microphone and speaker on their single device, as they would for virtual meetings.

Enjoy clear and audible sound during your hybrid meetings, whether attending in-person or remotely.