Make Your Meeting Minutes Meaningful
By: Kevin O’ Shea, Esquire
In October, 2011, the New Hampshire Supreme Court decided whether members of a neighborhood association actually voted to extend the subdivision’s restrictions and covenants for an additional twenty years. Christopher J. Goumas v. Ossipee Bluffs Association, No. 2010-023 (N.H. 3JX October 14, 2011).
In this case, one lot owner asked the courts to declare that the 1973 restrictions and covenants that applied to all lots in the neighborhood expired in 2003. Specifically, the lot owner argued that the minutes of the association’s July, 2000 meeting were ambiguous as to whether the members voted to extend the restrictions and covenants since the minutes referred only to the members’ unanimous vote to “accept the Blue Book as revised.” The trial court found that the association’s vote was effective to extend the restrictions and covenants, relying, in part, on evidence other than the meeting minutes themselves to aid in its interpretation of the association’s 2000 vote and the meaning of the 1973 restrictions and covenants. The Supreme Court did not explain exactly what the Blue Book was (and what information it contained); although confusion over the meaning of the phrase “Blue Book” was presumably what justified, in part, the trial court’s review of evidence beyond the meeting minutes themselves.
The New Hampshire Supreme Court upheld the trial court’s decision. The unspoken take-home lesson of this case for neighborhood associations (and condominium associations alike) is that litigation, including appellate litigation, can be avoided if the meeting minutes are clear, concise, and concrete. Meeting minutes need not be a transcript of everything that was said, so long as they provide a clear snapshot of what happened at the meeting (i.e., who, what, why, when, where and how). If meeting minutes are prepared in accord with these simple guidelines, neither a trial court, nor an appellate court, will have any reason to look beyond the four corners of the meeting minutes.
If you need more guidance on how condominium and neighborhood associations can operate effectively or in resolving a conflict with a lot or unit owner, please feel free to contact Sulloway & Hollis’ Real Estate, Development and Environmental Practice Group (Peter F. Imse, Esquire, Group Leader).