BOARD MEETINGS

MINUTES
“How do the members know if the board has had an emergency or executive session meeting?”

Minutes of an emergency meeting must be taken and made available to members, just like minutes of an open meeting of the board. Minutes of executive session, if kept, are not subject to membership examination but the subject matter of an executive session meeting must be included in the minutes for the next “open” meeting.

“What must be done to have valid board meeting minutes?”

They must be signed by the secretary and approved by a quorum of the board. In order to be “prima facie” evidence of the adoption of resolutions taken at a board meeting, the minutes must be adopted by the board (meaning a majority of a quorum of the board) which is “certified” to be a true copy by the secretary or assistant secretary. (Corporations Code 7215)

“What must/should get announced to the members (or put in minutes) about what happened in the executive session after the board meets in executive session?”

The Civil Code only requires a very general disclosure. Section 1363.05(c) provides: “(c) Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership.” The following example illustrates the general nature of the required disclosure “The board met in executive session to discuss pending litigation”.

“Are Minutes of Board Meetings required? When can Members see the minutes of such meetings?”

corporations are required to keep minutes of proceedings of the board. (Corporations Code § 8320(a)(2)) “Draft” minutes must be made available to members within 30 days after the meeting. (Civil Code § 1363.05(d))