Why do you need to keep board minutes?
Your condo is required by Article 1012 of the Civil Code to keep minutes of every council (board) meeting, along with their attachments. These minutes are an important part of your condo’s records that:
- are a permanent and legal record of the proceedings of each board meeting;
- record the decisions made by the Board, how they were made, and any resulting actions taken by them;
- clarify what happened at a meeting for those who weren’t there;
- document actions that are required to fulfil the board’s legal duties;
- help orient new board members and owners to past issues facing the condo; and
- are a useful management tool for evaluating the work of the Board.
Legally, minutes can be inspected by owners, and used in court as evidence. As legally required official records, courts can consider the contents of board minutes when deciding a lawsuit.
Minutes can be used to prove that board members fulfilled their legal obligations (such as meeting once a month), and have carried out their duty of care to the condo. A condo Board’s duty of care to the owners has at its core: active, informed, conscientious, inquiring, and impartial service. Therefore, board minutes can show that a board or committee took reasonable steps to be informed, and to carefully consider relevant issues before making a decision.
What form must your board minutes be in?
This article of the condo law also says that board minutes must be kept in a bound minute book signed on its first page by the municipal government. Such books are readily available at papelerías (stationery stores), and are designed to have hand-written entries (although this isn’t a requirement of the law).
While this might seem odd, it’s not at all unusual. Some regional legislation north of the border calls for similar practices in association and corporate statutes.
The intent of this requirement is simple: minute books have bound pages as a reliable way to prevent tampering (such as changing the minutes after they’ve been approved).
In the 21st century, there are disadvantages to this requirement:
- most people today prefer to use a notebook or tablet, and not to hand write anything;
- it’s impossible to circulate DRAFT minutes to the meeting participants for review and comment; and
- hand-written minutes are often not legible, and can’t be reproduced easily or well.
Electronic devices are excellent and efficient tools for minute taking because they make editing, copying, and sharing of the minutes easy. How, then, can we reconcile modern technology with the aims of the condo law?
While minutes could be taken electronically, edited, circulated in DRAFT, and sent to owners (or posted on a web site), and then transcribed by hand into a bound book, this is rather tedious and prone to errors.
Adopt a sequential numbering system
One of the main goals of this legislation is to prevent tampering by removing or adding pages. Adopting a sequential numbering system for your board minutes goes a long way towards meeting this need.
In this system:
- Each board meeting is given a number, and this is included in the title at the top of the first page of the minutes. For example, “Minutes of the 29th Board Meeting of Condominio Vista del Basurero.” By doing this, no meetings can be erased from history, and no extra meetings can be added.
- Each page of a set of minutes is numbered sequentially in the footer. Add the meeting number to this page number as a prefix. For example, the pages of the minutes in the point above would be in the form: “29-1, 29-2, 29-3, 29-4…” As further security against tampering, add the page count to each page, such as: “29-3 (of 6).”
- The heading for each item of business in the body of the minutes is also sequentially numbered. These item numbers also include the meeting number as a prefix. For example, “29.3 Adoption of the Agenda; 29.4 Approval of Minutes of the Last Meeting; 29.5 Administrator’s Report…”
With this system, each set of minutes starts with the title (containing the meeting number) and ends at the signature block. Each page and each item of business is sequentially numbered in a way that uniquely ties it to this one set of minutes. This makes it difficult for someone to tamper with the minutes. Further a collection of these sets of minutes (such as, a given year) is also sequentially numbered and difficult to tamper with.
Have the approved minutes double signed
When an approved set of minutes is printed to be archived in the condo records, have it signed by both the Chair and the Secretary of the meeting in the signature block on the last page. This must include the date they signed the minutes. Further, they must both sign each of the other pages in the margin.
This is standard practice in Mexico for legal documents, and makes it difficult for anyone to put in an altered page.
How do you meet the minute book requirement with computer-generated board minutes?
There are two possibilities:
- glue the printed minutes (and all pages of the attachments) into sequential pages of a bound minute book; or
- keep them in a loose-leaf binder during the year, and have them bound at the end of each year (or periodically during the year).
Gluing the pages into a minute book most closely satisfies the spirit and intent of the law.
Keeping them in a loose-leaf binder can be a dangerous choice, because anyone can just take out a page and put another in its place. For this reason, it’s vital that you adopt the numbering and signing systems I’ve mentioned above.
If you choose this route, I also strongly recommend that the binder be a temporary repository only for the current year (or part of it). At the end of the fiscal year, have the year’s minutes bound into a single volume. During the year, the loose-leaf minute binder must be properly secured on the condo property, and not accessible to anyone but board members. The requirements of owner access can be satisfied by making electronic copies available by email or on the condo website.
Book binding services are usually available in most cities from business printers. Look in the Sección Amarilla (Yellow Pages) under “Imprentas y Encuadernaciones” (Printers and Book Binders). Since notarios regularly have their protocol books bound, you could ask your notario to recommend a company.
Make sure that the binding method you choose is permanent. Spiral or cirlock bindings (where pages can be removed) are not acceptable. If your minutes have a lot of attachments, and an entire year would be too thick, bind them into six-month, four-month, or three-month groups, as needed.
Whether you glue them into a bound minute book, or have them bound on an annual basis, don’t forget to include the attachments (financial and other reports, quotes, emails). Have the book signed by the municipal government. These two things are required by law.
Avoid the minute book requirement by having board minutes certified by a notario
This article of the Civil Code also says that if you cannot enter the minutes into a bound minute book for any reason (being impractical is a reason), then, for these minutes to be valid, they must be protocolised by a notario having residence in your jurisdiction.
This means that you can take the final printout of your minutes to a notario and have him protocolise them. You’ll then have a stamped and signed official copy, and the original will be bound into the notario’s protocol book.
If you adopt this route, then you need to budget several hundred pesos per month to protocolise your monthly board minutes.
Also be aware that if your minutes are in English, the notario might insist on translating them before protocolising them. This should not be strictly necessary, because you won’t be publicly registering them.
Alternatively, you could have the notario certify a printed and signed copy of the minutes. He’ll stamp and counter-sign each page, and attach a certificate. I don’t know if this satisfies the Civil Code requirement for “protocolisation.” Ask your notario.
What happens if your condo doesn’t comply?
Let’s say you don’t do any of these things. You just keep unbound printouts of your board meetings in your records. Are the Condo Police going to raid your office, and cart the Administrator off to jail?
No. You can probably get away with this for years, with no apparent problems.
However, if you get involved in a lawsuit where you need to rely on the board minutes to prove your side of the issue, you’ll find them inadmissible, and you won’t be able to use them to support your legal argument. Further, the fact that you’ve kept improper records might cause the court to find against you.
Retention of board minutes
These binders and minute books are part of the condo’s legally required records, along with the assembly minutes and the financial reports. They’re the historical record of the condo, and must be securely stored and not destroyed. They must also be accessible to any owner who wants to see them.
In my opinion, minutes kept only in the form of electronic documents do not meet the requirements of the condo law. As well, electronic storage does not guarantee long-term preservation of your records because of changes in technology (a word processor ten years from now might not be able to read today’s files) and the degeneration of the computer media (hard drives fail, and CDs and DVDs can lose their data over time).