The Most Important Person at the Condo Association

No one grows up wanting to be second best. No one goes to the Olympics to strive for a silver medal; no one dreams of growing up to be Vice-President of the United States. So most people who choose to become an officer at a condo association seek the office of the President. Having that title sounds nice, but becoming President in a Condo Association is sort of like having Jefferson Davis as your hero.

The Clerk is, without a doubt, the most important person in a condominium association. Much as the mantra in real estate is “Location. Location. Location.” and the mantra in landscaping is “Water. Water. Water.”, so the mantra in Condo World is “Document. Document. Document.”

The case law is filled with examples of associations that have lost their arguments in court because they did not document what occurred at meetings properly, did not have proper references in meetings to who moved and how motions passed, and did not document what decisions were ultimately made by a Board and/or an association.

Minutes have to be properly taken. And to be sure, taking minutes is an art. There is no set way to do them. Some associations record the meetings of Board meetings and/or Association meetings. That's not a bad idea in theory, but who is going transcribe them, and who is going to ensure the accuracy of the transcript? Unless the Clerk is also a certified transcriptionist, then recording makes everyone feel good, but it causes more problems than it solves. Minutes are not meant to be a transcript. If they were, they wouldn't be called minutes, they would be called transcripts.

Thus, the goal is to accurately take accurate notes of what occurred. They are not meant to be a verbatim reflection of what occurred, but an accurate summary of what occurred. It is never a bad idea to record the meeting, but the Clerk should also take notes and create minutes. In that manner, if there is a dispute, there would be a recording for reference.

Some associations try diligently to recognize by name and unit every owner who speaks and the content of the point(s) made. This is well and good and can work. But if it is a heated discussion with people getting a bit … passionate about their positions, then it can be very hard to detail accurately who said what followed by whom, especially if the Clerk is one of the verbal participants. Therefore, it is likely best in most situations just to indicate there was a discussion regarding a certain topic, including points made by owners of Units A, B and C, and thereafter a motion was made by D, seconded by E and the motion passed/failed by a vote of ---.

The Clerk has time to go back and fill in thoughts and morsels after the meeting to flesh out the details.

It is important to note there is a built in provision in the Condominium Act to force the Clerk to detail what occurred at the meeting before his or her memory fades. The minutes must be “made available” to the members within either sixty (60) days of a Board meeting or within fifteen (15) days of their approval by the Board, whichever comes first.

The board of directors shall make copies of the minutes of board meetings available to the unit owners within 60 days of the board meeting or 15 days of the date such minutes are approved by the board, whichever occurs first. The unit owner shall be responsible for any copying costs, except that, if the association chooses to make the minutes available electronically, there shall be no charge to the unit owner.

RSA 356-B: 37, II.

Of course, the best way in this day and age to make the minutes available is either emailing them to all or posting them on the Association's website.

Not only does this force the Clerk to finish the minutes before memories fade, but it helps solve a lot of problems in Condo World. By making the minutes available, it helps let everyone know what is going on at their association, quelling concerns before rumors and myths take hold and inaccurate positions become entrenched.

Sadly, the cited provision applies only to Board meetings. The requirements for Association meetings are different. There is no companion section of the Act that requires the Annual Meeting minutes or the minutes of any other association meeting to be distributed at all. In theory this is because most associations do not meet but once a year, so the minutes from the previous year's meeting are usually included with the agenda, proxy, etc. and then listed as an agenda item to be reviewed and approved.

Despite the long time to prepare and distribute.

So, perhaps the most important attribute of a Clerk is someone who does things sooner rather than later.