Corporations are legally required to keep written minutes of board meetings. (Corp. Code § 8320.) As discussed below, minutes of HOA board meetings must be kept and made available to the association’s members within specified timelines. (Civ. Code § 4950(a).)
Board Meeting Minutes = “Association Records” Subject to Inspection
Civil Code Section 5200 specifies various “association records” that must be kept and made available for inspection by an association’s members. (See “Records Subject to Inspection.”) Included in definition of “association records” are:
“…[a]gendas and minutes of meetings of the members, the board, and any committees appointed by the board pursuant to Section 7212 of the Corporations Code; excluding, however, minutes and other information from executive sessions of the board…” (Civ. Code § 5200(a)(8).)
Availability & Distribution of Minutes to Members
Available to Members within 30 Days
Board meeting minutes, minutes proposed for adoption (“draft minutes”), or a summary of the minutes, of any board meeting (other than executive session) must be made available to the association’s members within thirty (30) days following the board meeting. (Civ. Code § 4950(a).)
Distributed to Members upon Request
The minutes, proposed minutes, or summary minutes must also be “distributed to any member upon request and upon reimbursement of the association’s costs for making that distribution.” (Civ. Code § 4950(a); See also “Deadlines for Producing Records” and “Member Record Inspection Rights.”)
Right to Obtain Minutes
An association’s annual policy statement must inform the association’s members “of their right to obtain copies of board meeting minutes and of how and where to do so.” (Civ. Code § 4950(b).)
Executive Session Minutes
Although there is no explicit legal requirement for the board to keep minutes of executive session meetings, provisions of the Corporations Code and the Davis-Stirling Act strongly indicate the existence of such a requirement:
“(a) Each corporation shall keep:…(2) minutes of the proceedings of its…board…” (Corp. Code § 8320(a)(2).)
“…minutes and other information from executive sessions of the board…” (Civ. Code § 5200(a)(8).)
“…(D) Minutes and other information from executive sessions of the board…” (Civ. Code § 5215(a)(5)(D).)
No Inspection of Executive Session Minutes
While board meeting minutes are association records that may be inspected by the association’s members, those inspection rights do not extend to “minutes and other information” from executive session. (Civ. Code § 5215(a)(5)(D); See also “Records Not Subject to Inspection.”)
Executive Session Matters Noted in Open Meeting Minutes
Any matter which is discussed in executive session must be “generally noted” in the minutes of the immediately following open board meeting. (Civ. Code § 4935(e).)
