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What Florida Law Requires in Association Meeting Minutes, and What a Board Should Leave Out

What condo and HOA minutes must contain under Chapters 718 and 720 (each director's vote), what to omit, closed sessions, committees, retention and access.

Florida law requires an association to keep minutes of every meeting of the board and of the owners, in written form or a form that can be converted to writing within a reasonable time, and it requires one specific entry in the minutes of every board meeting: the vote or abstention of each director present on each matter voted on. Sections 718.111(1)(b) and 720.303(3) impose that rule because a director who is present and is not recorded as voting against or abstaining is presumed to have assented, and personal liability, recall grounds, and the business judgment rule all turn on who decided what. Everything else about minutes is a matter of good practice, and good practice is short: minutes record what the board did, not what anyone said.

What the statutes require

  • Minutes of every meeting. Board meetings, membership meetings, and, for condominiums, meetings of committees that take final action on behalf of the board or make budget recommendations. Under Chapter 720, an architectural review committee that approves or disapproves work on a parcel must also keep minutes.
  • Each director's vote. For every matter voted on at a board meeting, the minutes must show how each director present voted, or that the director abstained. "Motion carried" is not compliant; "Motion carried 4–1 (Smith, Jones, Lee, Patel in favor; Garcia opposed)" is. Directors may not vote by proxy or by secret ballot, except that officers may be elected by secret ballot, so there is never a vote the minutes cannot attribute.
  • Written or convertible form. Minutes may be kept electronically. A recording is not a substitute for written minutes, although a recording made by the association is itself an official record.
  • Retention and access. Minutes are official records. Condominium minutes must be retained permanently under the 2024 amendments; homeowners association minutes for at least seven years. Owners may inspect them within ten working (condominium) or business (HOA) days of a written request, and associations that maintain websites should expect to post approved minutes if the statute or their documents require it.

What belongs in the minutes

A compliant, useful set of board minutes contains, in order:

  1. The heading: association name, type of meeting (regular, special, emergency, organizational), date, time called to order, and location (including the video-conference platform if used).
  2. Notice: a statement that notice was posted at least 48 hours in advance (or mailed 14 days in advance for assessments or rules), by whom, and where, with the affidavit attached or referenced.
  3. Attendance and quorum: directors present and absent by name; the manager, counsel, and other professionals present; a statement that a quorum of the board was present; the approximate number of owners attending.
  4. Approval of prior minutes, with any corrections stated.
  5. Each agenda item, with the motion as made, the mover and second, a one-sentence summary of the matter decided (the contract, amount, vendor, or rule), and the vote by director. Reports may be noted as received and attached rather than summarized.
  6. Owner comment: a note that owners were given the opportunity to speak on each agenda item, without summarizing what they said.
  7. Closed session: if the board met with counsel on litigation or on personnel matters, a statement that a closed session was held, its statutory basis, who attended, and its general subject, with no substance.
  8. Emergency items: any item taken up that was not on the agenda, the emergency justifying it, the majority-plus-one vote, and a note that ratification will occur at the next regular meeting.
  9. Adjournment time and the secretary's signature or attestation.

Membership meeting minutes add the quorum count in voting interests (in person and by proxy), the election results with vote totals, and the outcome of each owner vote.

What does not belong

Minutes are permanent, public within the community, and discoverable in litigation. They should omit:

  • Transcripts or summaries of discussion. The minutes reflect the decision and the vote. Recording who argued what invites disputes over accuracy and creates evidence of a deliberation the business judgment rule would otherwise protect.
  • Owners' personal information. Account balances, medical information, the substance of accommodation requests, and screening information are protected records and must not appear in minutes that every owner may read. Refer to matters by unit number and category ("consider fining committee report re: Unit 204") without the detail.
  • Privileged advice. What counsel advised in a closed session, or in an open meeting, should not be minuted. Note that advice was received.
  • Characterizations and opinions. "The president explained that the contractor is incompetent" is a defamation claim waiting for a plaintiff. "The board discussed the contractor's performance" is not.
  • Informal commitments. A director's statement that "we'll take care of it" is not a board action and should not be recorded as one.

Documenting the basis for decisions

The business judgment rule protects board decisions made in good faith, within the board's authority, on an informed basis. Minutes that show the board received a report, considered proposals, heard from owners, and voted are the evidence that the rule applies. A recital such as "After review of the three proposals and the engineer's recommendation attached as Exhibit A, motion by Lee to accept the ABC proposal at $412,000" documents an informed decision in one sentence. Attaching the proposals, the engineer's letter, and the conflict-of-interest disclosures to the minutes, as the conflict statutes require for related-party contracts, completes the record.

Committee minutes

Committees fall into two groups. Those that exercise the board's authority, by taking final action or making budget recommendations, and HOA architectural committees deciding applications, must notice their meetings, meet openly, and keep minutes to the same standard as the board. Purely advisory committees (social, landscape advisory, newsletter) follow the bylaws, and many associations require brief minutes of all committee meetings for consistency. Committee minutes are official records, and a committee's recommendation should be reflected in the board minutes when the board acts on it.

Approval, corrections, and drafts

Minutes are typically prepared by the secretary or manager within a week of the meeting and approved at the next meeting, with corrections made by motion. The approved version is the official record, but the draft is also a record: Division arbitration decisions have treated unapproved minutes as official records subject to inspection once they exist. Drafts should therefore be marked "Draft — subject to board approval," written to the same standard as final minutes, and never edited to change what actually happened. Corrections are made by the board at approval, not by an officer afterward, and prior versions should be retained rather than destroyed.

Recording meetings

Owners have a statutory right to record board and membership meetings, subject to reasonable rules about equipment placement. The association may record its own meetings, and since 2025 a condominium board meeting held by video conference must be recorded and the recording kept as an official record. An association recording does not replace written minutes, and boards should decide by policy whether recordings are retained beyond the approval of the minutes, because whatever is retained is a record owners may request.

A one-page template

Boards that struggle with minutes usually lack a template. Ours is one page: heading and notice statement; attendance and quorum; approval of prior minutes; a table with columns for agenda item, motion, mover/second, and each director's vote; owner-comment note; closed-session note; emergency-item note; adjournment and signature. Filled in during the meeting by the secretary or manager, it produces compliant minutes before the room empties.

Frequently Asked Questions About Meeting Minutes

Do minutes have to record how each director voted?

Yes, for every matter voted on at a board meeting. A director who is present and is not recorded as voting against or abstaining is presumed to have assented, so the record protects dissenting directors as much as it informs owners.

Can we keep minutes as a recording instead of writing them?

No. Minutes must be in written form or a form that can be converted to writing within a reasonable time, and an audio or video recording does not satisfy that requirement on its own. A recording the association makes is an additional official record.

Are draft minutes official records?

Once they exist, yes, according to Division arbitration decisions, and owners may request them. Mark drafts as such and write them to the same standard as approved minutes.

How long must minutes be kept?

Permanently for condominiums under the 2024 amendments, and for at least seven years for homeowners associations. Practically, every association should keep all minutes permanently; they are the institutional memory of the community.

Should minutes summarize the discussion?

No. Minutes record notice, attendance, motions, and votes. Summaries of discussion create disputes about accuracy, may disclose protected or privileged information, and undermine the protection the business judgment rule gives to the board's deliberations.

Must committees keep minutes?

Committees that take final action on behalf of the board or make budget recommendations must, and HOA architectural review committees must. Other committees follow the bylaws, though brief minutes of every committee meeting are good practice.

Contact Hamilton Mikes

Hamilton Mikes provides minute templates and governance training to boards and managers throughout Southwest Florida. Call 239-594-7227 or visit our Corporate Governance and Official Records pages.

Statutes and authorities referenced

  • § 718.111(1)(b), Fla. Stat. (vote or abstention of each director recorded in minutes; presumption of assent; no proxy or secret-ballot voting by directors)
  • § 718.111(12)(a)6 and (12)(b), Fla. Stat. (minutes as official records; retention)
  • § 718.111(12)(c), Fla. Stat. (owner access to minutes within 10 working days)
  • § 718.112(2)(c), Fla. Stat. (board meetings; committees subject to meeting requirements; closed sessions)
  • § 720.303(3), Fla. Stat. (HOA minutes: written form; each director's vote or abstention recorded)
  • § 720.303(4)–(5), Fla. Stat. (HOA official records, retention, access)
  • § 719.104(2), Fla. Stat. (cooperative official records including minutes)

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