How to draw up the minutes of the SVJ and BD meetings correctly

Quick overview

• The minutes of a meeting of an HOA or housing association are not just a formality. It serves as evidence of what was discussed at the meeting, who voted and what resolutions were passed.
• Minutes must be taken within 30 days for an HOA and 15 days for a housing association.
• Missing or inaccurate minutes do not usually automatically invalidate the adopted resolution, but they can significantly complicate evidence in a dispute between owners, co-operative members or building authorities.

Are you dealing with a dispute over the validity of a resolution, missing minutes or an incorrectly recorded vote? Have the minutes or resolution reviewed by an attorney before the issue escalates into litigation.

Minutes of HOA meetings: deadline, content and common mistakes

The statutory body, which is the chairman of the JVU or the committee, must always draw up the minutes of the JVU meeting within 30 days of the end of the meeting.

The rules for the HOA are primarily based on the Civil Code, in particular the regulation of the unit owners’ association and, in the alternative, the rules for the association’s membership meeting. However, it is always necessary to check the specific statutes of the particular HOA in question, as they may lay down stricter rules for convening a meeting, quorum or a higher number of votes.

The minutes must include who convened the meeting and how, when it was held, who opened it, who chaired it, which other officers were elected by the members (for example, recorders and verifiers of the minutes), what resolutions were adopted and when the minutes were taken.

The minutes should contain information at the beginning about the quorum, i.e. whether a sufficient number of members attended the meeting to be able to hold the meeting at all and decide anything, for example to change the house rules. If not, an alternative meeting would have to be called.

In practice, it is often the case that the minutes, although indicating the result of the vote, do not give sufficient indication of how many votes were actually present at the meeting. This is then a problem when one of the owners questions whether the meeting was quorate at all.

Furthermore, the minutes should copy the agenda of the invitation with its individual items and the results of the vote of the members, i.e. how many members were in favour, against and abstained. The minutes should also include an attendance list, i.e. a list of the names and signatures of those members who were present at the meeting. This is particularly important to prove the quorum of a particular meeting at a later date. This is because the validity of the resolution resulting from the meeting could be challenged in court.

A common mistake is that the attendance register does not correspond to the way the votes are counted according to the statutes. In the case of an HOA, the number of persons present is not always sufficient, as the size of their shares in the common parts of the building may be decisive.

If you already know that some of the owners do not agree with the result of the vote, it is worth checking the minutes and the adopted resolutions as soon as possible. An attorney can help you assess whether the meeting was properly called, whether the vote was counted correctly, and whether any challenge to the resolution has a realistic basis.

If the meeting was held in violation of the law, the bylaws or even good morals, the court will rule the resolution invalid. The minutes are not an act that is binding on the members; they are only of an informative and controlling nature. The assembly or the general meeting of the BD decides only by resolution.

Minutes of the meeting of the housing cooperative: What applies to BD members

For housing cooperatives, the procedure is governed mainly by the Business Corporations Act and the bylaws of the particular cooperative. Whoever convened the membership meeting must take minutes of the meeting within 15 days of the date of the membership meeting.

Each member of the cooperative shall also have the right to be issued with a copy of the minutes; the statutes may stipulate that he shall reimburse the cooperative for the costs reasonably incurred in taking them. The minutes shall be signed by the person who convened the membership meeting and, if they are drawn up by someone else, by the recorder.

Who has the right to inspect the minutes and to request a copy

Every member of the unit owners’ association has the right to inspect the minutes under the conditions laid down in the statutes, otherwise they may always be inspected at the registered office of the association. This right cannot be excluded, nor can it be restricted in such a way as to effectively prevent a member from inspecting the minutes, for example if it is only possible to inspect once a month and only at short notice when most people are at work.

What to do if the minutes of a meeting are missing or incomplete

If the statutory body does not produce minutes of the meeting at all, this does not mean that the resolutions passed are invalid. In the case of disputes between owners or members, or disputes between the HOA/BD and third parties, it can be problematic to prove what was actually decided or discussed at the meeting.

In our experience, the biggest problem with missing or late minutes tends to be proof. One party claims that a resolution was passed, the other claims the opposite, but without proper minutes, attendance records and voting results, the whole dispute becomes unnecessarily complicated.

Theoretically, the members of a co-op or HOA could petition the court to temporarily enjoin them from acting on the resolution until they are or can become familiar with the minutes, or to impose an obligation to produce the minutes. However, in practice, it is usually more effective to communicate with the SVJ bodies (e.g. the chairman or the committee) in the first instance and request the minutes of the meeting. This may be an oversight or misunderstanding that can be resolved by direct communication.

If there is an ongoing problem with non-compliance with the obligations of the JVU or BD bodies, it is appropriate to consider electing new bodies in accordance with the statutes.

Before embarking on a replacement of the committee, board of directors or a court solution, it is advisable to first legally verify what obligations the body has actually breached and what procedure is allowed by the statutes. This will prevent the other party from challenging your actions later.

Structure of the minutes

Formalities of the minutes of the JVU/BD meeting:

Header:

Name of the JUA/BD
Address of the building or cooperative headquarters
Date and time of the meeting
Place of the meeting

Participants:

List of owners or co-op members present, including the number of shares or votes owned.
List of owners or members excused.
Attendance of the chairman, secretary and other office-bearers of the HOA/Condo, if any.
Agenda: List of items that have been placed on the agenda of the meeting.

Proceedings of the meeting:

Record of important discussions and observations relating to each agenda item.
Exact wording of motions and decisions tabled.
Results of voting on each item (how many in favour, how many against, how many abstentions).
Any other relevant information or events.

Conclusion of the meeting:

Time of closure of the meeting.
Any information on the date and place of the next meeting.

Signatures:

Do you need to prepare meeting minutes that will stand up to scrutiny later? We can help you check the draft minutes, the wording of the resolutions and compliance with the bylaws of the HOA or cooperative.

Practical example

The HOA committee had a meeting to vote on costly repairs to the common areas of the house. However, the minutes lacked the exact wording of the resolution and it was not clear whether the votes were counted by shares or only by the number of owners present. Some owners subsequently claimed that the resolution was not passed by the required majority.

In a situation like this, it is not just the minutes themselves that are at issue, but the entire process: the invitation, the agenda, the quorum, the rules in the bylaws, the attendance list and the outcome of the vote. If any of these steps are missing or unclear, this can be an important argument when challenging a decision.

Do you have a similar issue in your condominium or HOA? Send us the minutes, invitation and bylaws. We will check whether the procedure was in order and what your options are for further action.

Summary

Properly drafted minutes of a meeting of an HOA or condominium must clearly document when and where the meeting was held, who called it, who chaired it, whether a quorum was present, what resolutions were passed and how the vote went. The minutes shall be drawn up within 30 days in the case of an HOA and within 15 days in the case of a housing cooperative. The minutes should include the attendance list, proxies and other documents relating to the items discussed. Errors in the minutes do not necessarily invalidate the resolution, but they can significantly complicate evidence in the event of a dispute. If the minutes are incomplete, missing or do not correspond to the proceedings of the meeting, it is advisable to first seek rectification from the SVJ or cooperative authorities and, in more serious cases, to consult a lawyer for further action.