Guidance re level of detail in strata committee meeting minutes

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Forums Books and records Guidance re level of detail in strata committee meeting minutes

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  • #231500
    stratify
    Member

    Hi Amanda and YSP community,

    I am wondering what level of detail is advisable for our strata committee meeting minutes? We are an 8-lot block in NSW.

    I am the chair/secretary, and I am inclined to include as much detail as possible regarding discussions, partly as that is just part of good governance processes and  detailed minutes ensure that there is an audit trail, but also as this enables the minutes to be a good way for owners not on the committee to be kept updated on items, especially if we are dealing with complicated agenda items.

    I ask this as recently there was discussion related to us not including certain details in the minutes regarding discussions (somewhat heated to be honest) in a previous committee meeting about costs that had been incurred by certain lots as a consequence of previous strata committees not getting the gutters cleaned for many years (we now have a quarterly gutter cleaning regime firmly in place).

    The argument from some members was that they did not want this to be in our books and records, as they did not want this to be able to be seen by potential owners if/when people look at the books and records ahead of purchasing an apartment.

    We had another meeting recently and I put quite a bit of detail into our most recent minutes. I sent draft minutes to the committee for their comments ahead of sending the final version out to the owners corporation.

    I guess what I’m partly asking is, what do I say to my committee member colleagues when / if they come back to me and say that there’s too much detail in our meeting minutes?

    Thanks and regards

    #231516
    SydneyChair
    Member

    Hi stratify,

    I write for a living and always start with “who’s reading this?” and “what do I want them to think about it/do with it?”

    With minutes, the audience includes your fellow committee members, other owners, future prospective owners…and possibly someone’s future lawyers.

    You want them to:

    1. Know what was decided.
    2. If it’s not obvious, have a sense of why.
    3. Feel the process is open, thoughtful and competent.
    4. Think the committee is doing a good job (oh, and make bloody sure you are!)

    The most important thing is that it reflects the decisions of the committee, with enough explanation for someone to understand the situation and the thinking. So if it’s considering replacing a broken light, it can be as concise as “Agreed to engage XYZ Sparkies to replace foyer light.” If it’s more complex, balancing different pros and cons, include a summary of what was considered.

    I would limit any account of the actual discussions (heated or non). This is sausage making. And definitely never any “he said, she said” except in a positive and constructive way. For the committee members, you want them to be reminded of your effective joint decisionmaking, not the argy-bargy that led to it. Acknowledge people who’ve done legwork to prepare (“X presented the three quotes obtained for repainting the bargeboards.”). Make them feel proud and – above all – own the decisions of the committee as their own. Don’t ever let the minutes make it appear someone “won” and someone else “lost”. This is real life, not politics or footy.

    So what if a previous committee stuffed up on the gutters. It happened. We’re all volunteers. We have other stuff on our minds. You’ve fixed it now, so record that, and nothing else.

    Absolute no-nos in minutes are anything potentially legally actionable: libelous, discriminatory, suggestive of negligence etc (unless you’re in the middle of or intend to take legal action, in which case run the draft minutes by your lawyers or, better still, have them attend the meeting).

    Hope this is helpful!

    #231586
    Amanda Farmer
    Expert

    +++1 to SydneyChair above. Excellent guidance.

    Stratify, I have pulled together these other posts on the topic from the Forum library for your further guidance. There are a couple of points in there that I think you’ll find helpful:

    https://yourstrataproperty.com.au/qanda/topic/strata-committee-decisions/

    https://yourstrataproperty.com.au/qanda/topic/best-practice-for-chairing-committee-meetings-voting-and-amendments-to-motions/ that one is yours, so I post by way of refresher 🙂

    https://yourstrataproperty.com.au/qanda/topic/drowning-not-waving/

    In my view, when it comes to transparency, the bulk of the heavy lifting should be done by the agenda (or ‘notice of committee meeting’), not necessarily the minutes. Owners are entitled to receive proper notice of what is going to be discussed, so they can choose to attend and be heard (you’ll see that mentioned in some of the above posts). The motions on the agenda should be detailed enough for owners to understand what is going to be considered at the meeting, and the committee members should then stick to the agenda and make decisions only about the matters listed.

    What’s more, the notice of meeting should attach all relevant supporting documents, such as invoices for approval, contracts for consideration and relevant correspondence. If a motion refers to a document, it should be attached to the notice of meeting.

    As far as possible, the motions should be drafted in a way that they can either be ‘resolved’ or ‘not resolved/defeated’. That’s a yes or no.

    I agree with Sydney Chair that for particularly controversial or difficult issues, a short record of the discussion may be appropriate, if only to head off inevitable enquiries from concerned owners after the event. But, for the most part, I’d avoid the habit of crafting very detailed minutes: it’s not an efficient way to record decision-making and does leave room for criticism and complaint if you haven’t quite recorded events the way someone else might remember them (or indeed, prefer them). It could also lead to unnecessarily drawn-out meetings, as some committee members may wait until the meeting itself to make up their mind about an item, knowing there is going to be a long discussion or debate.

    Think about how effective company boards operate: the board members have read all the relevant material prior to the meeting and come prepared to succinctly state their case for or against (if needed) and declare their vote. Clarifying questions or requests for further information should be made before the meeting. The minutes record only the result of the motion.

    Remember (as you’ll read in the above posts): there will almost always be a written record of communications, outside of the minutes, particularly with our increasing reliance on email. That will usually be the place owners can turn to for the complete record of an event that may have been determined on a final basis at a committee meeting. For example, a resolution “That the contract between the Owners Corporation and XYZ Gardening dated # in the sum of $# for the period 1 January to 31 December 2019 be approved” will very likely be preceded by emails to and from the gardener/strata manager/committee members about the terms of the contract, the right price, the specific duties, etc. The minutes of the meeting approving the contract is not the place to record all the prior deliberations about the contract, but that does not mean owners don’t have transparency – or the option to have their say. Assuming there was notice of the meeting and it was clear that the contract was up for consideration, owners have the opportunity to seek more information prior to the meeting, then attend and listen to the discussion or contribute their view.

    Overriding all of this is my view that strata committee members are (or at least should be) the people most trusted by their fellow owners to make day-to-day management decisions on behalf of and in the best interests of all. That is why they were elected to their position at the AGM. There has to be a level of faith placed in these people to make the right decisions, while understanding that they may not always be able to record the finer details of why those decisions were made – particularly not when we’re talking about meeting minutes. Assisting the development of this trust is the fact that committee members should make themselves (and the OC’s relevant additional records) available, should an owner require further information or seek specific clarification.

    I hope that provides some further food for thought.

    Amanda.

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