By: Scott A. Rosenlund, Attorney
        Fullett Rosenlund Anderson PC
       Lake Zurich | Chicago

Q:        I recently joined the board of my townhome association and discovered that the previous secretary redacted meeting minutes, providing edited versions for real estate transactional purposes. Is this legal? If not, is there any recourse against the secretary/association?

A:         Illinois statutes applicable to community associations and most association governing documents provide that the duties of association secretaries include keeping meeting minutes. If the association is subject to the Illinois Common Interest Community Association Act (“CICAA”), Section 1-25(f)(2) of CICAA requires election of a secretary “who shall keep the minutes of all meetings of the board and of the membership.” With respect to condominiums, similar language appears in Section 18(d) of the Illinois Condominium Property Act (“Condominium Act”). However, notwithstanding the division of labor amongst different association officers, an association secretary should not unilaterally revise or redact board-approved meeting minutes. Board meeting minutes and other association communications generally should be approved by the board as a whole at open board meetings.

            Whether there is legal recourse against the secretary or the association will greatly depend upon any number of factual variables. For example, there could be potential exposure to claims if the minutes were, without disclosure, intentionally falsified to conceal material financial decisions (e.g., a large special assessment or association expenditure), a unit purchaser reasonably relied on the altered minutes when deciding whether to purchase a unit and the purchaser could prove that he or she incurred damages based on this reliance. Alternatively, if the minutes were redacted simply to omit information which might be considered sensitive or embarrassing to an individual (e.g., information regarding the name or address of a unit owner who was fined for a minor rule violation), such action might have been technically improper, but the purchaser would find it very difficult to establish that he or she somehow incurred damages due to the omission.

            A more common concern would be ensuring that the association furnishes accurate and complete copies of approved minutes to unit owners who make proper written requests to review minutes under (depending on the type of association) Section 1-30(i) of CICAA, Section 19 or 18.5(d) of the Condominium Act, Section 107.75 of the Illinois General Not For Profit Corporation Act of 1986, municipal ordinance and/or the governing documents.

            The board also should make sure that board meeting minutes follow a proper format. The purpose of board meeting minutes is to create an official record of formal corporate actions (i.e., board decisions), rather than to serve as a transcript of a board meeting or to convey information more suitable for newsletters, websites or other types of communications. If the board meeting minutes have been approved by the board, are accurate and complete, use a proper format and tone and do not contain extraneous information, well-intentioned, responsible board members should have no motivation to edit or redact the minutes prior to dissemination.