We’ve recently been asked if there should be minutes of a North Carolina association membership meeting held virtually pursuant to the Governor‘s temporary Executive Order. The short and best answer is “yes.”
Why? Most all North Carolina homeowner and condominium associations are incorporated nonprofits. The NC Nonprofit Corporation Act provides that “minutes of all membership meetings” are one of the records a nonprofit corporation “shall keep.” Robert’s Rules of Order Newly Revised (12th Edition), the default statutory parliamentary authority for NC community associations, also provides that minutes should be kept of an annual meeting.
The temporary Executive Order that allows for electronic membership meetings (what the Order calls “remote communication” ) specifically refers to the virtual gatherings as “member meetings.” As a result, the safer practice is that minutes should be kept of an association annual meeting held virtually.
That said, there seems to be a lot of confusion about what should be in the minutes. Minutes are not a record of what was said at a meeting, but what was DONE. In other words, minutes are mostly what motions were made and how did votes come out. (Trying to summarize what members say at a meeting always gets things wrong, misinterprets what was said, and causes conflict. If such summaries are wrongly included in the minutes, it will almost certainly also lead to unnecessary fights over approving the minutes.) Robert’s is very clear that a recording or transcription “should never be used as the minutes.”
Given these guidelines, the minutes of a virtual membership meeting will generally be very short. That’s because the Governor’s Order does not allow motions to be made or votes to be taken by voice or hand at a virtual member meeting. Instead, voting is done by “written ballot” under the Act, typically after the meeting. (In addition, the Act requires the result or outcome of written ballot votes to be kept by the association, so there will also be a record of votes taken.)
What this means is that the minutes of a virtual membership meeting might be (according to Robert’s) as simple as:
- the name of the organization
- the kind of meeting
- the date and time of the meeting and place (or that is was held virtually)
- the fact that the presiding officer and secretary were present or their substitutes
- when the meeting was called to order
- possibly a listing of agenda items and who gave them
- the time of adjournment
See RONR (12th ed.) 48:1-8.
For a fuller description of what meeting minutes should contain, visit the article A Minute on Meeting Minutes.
For questions about a North or South Carolina homeowner association or condominium association, contact one of the community association attorneys at any of our four offices.