A Little Bit of Guidance Respecting Minutes
A recent decision of Ontario’s Condominium Authority Tribunal (CAT) offers a little bit of guidance when it comes to preparation of meeting minutes.
In the recent case of Yeung v. MTCC 1136, CAT has offered some guidance in relation to preparation of minutes.
Minutes are somewhat tricky to prepare because there are no regulations or prescribed guidelines for preparation of minutes. The most we can say is that minutes do not have to be a verbatim transcript of what transpired at the meeting, but should typically contain the following minimum information:
- The title of the Meeting (whether a Board Meeting or an Owners’ Meeting);
- The date of the Meeting;
- The persons in attendance (unless this is recorded in a separate attendance sheet);
- The business transacted (i.e. all motions, amendments and decisions / resolutions); [Note that recorded votes, showing “the numbers” or showing how voters voted are necessary only if one of the attendees demands such. When a recorded vote is included, it might be appropriate to redact and delete the recorded vote, as described in point 6, when disclosing the minutes to owners. This is something to be considered on a case-by-case basis.]
- A summary of the discussions; [Here, there is much room for variation, depending upon how much detail is considered necessary by the persons who must approve the minutes. In my view, there should at least be sufficient information in the minutes to allow a reader (also having the Notice of Meeting and any accompanying materials) to understand the general nature of the discussions and to understand the decisions taken at the meeting. Again, a verbatim record of the discussions is not legally required and is not standard practice. A verbatim record can be acceptable if a decision to produce this form of minutes is considered and voted on – by the Board and/or the persons who must approve the minutes – in advance of the commencement of the meeting in question.]
- Note that for purposes of disclosure to owners, the minutes would often need to be redacted for deletion of information that is excepted under Section 55 (4) of the Condominium Act or is otherwise confidential or privileged. [These can often be tricky issues, again to be carefully considered on a case-by-case basis.]
- Finally, as confirmed in the Yeung case, it’s important to ensure that the information contained in the minutes is accurate. If not, this is something that may result in an Application to the CAT!
Here’s my summary of the Yeung case, published in Condo Cases Across Canada (which I author for CCI National):
Yeung v. MTCC 1136 (CAT) September 18, 2020
The Tribunal found that the condominium corporation had failed to keep adequate records as required by Section 55 of the Condominium Act in that the Board minutes from January 2017 contained errors in relation to a contract described in the minutes. The Tribunal ordered the condominium corporation to correct the minutes. The Tribunal said:
I conclude that amongst the records of a condominium corporation, the minutes of board meetings have a special place and purpose in helping to ensure that “the affairs and dealings of the corporation and its board of directors are an open book to… the unit owners,” and in helping owners protect their “unique interest in how the corporation is managed.” Considering all these points and principles, it seems reasonable that, in the case of minutes of board meetings in particular, a reasonably high standard and expectation for accuracy should be applied.
The Tribunal declined to order any penalty because the Tribunal’s authority to order a penalty applies only to unreasonable refusals to provide requested records.