There have been successful court challenges that have forced companies to enter portions of their meeting into evidence, but these examples are rare.
Under the Canada Business Corporations Act (CBCA), board meeting minutes are confidential and are only available to the directors and the company’s auditor. Still, the duty of care exists whether or not such an agreement is in place.īoard minutes are considered confidential in Canada Many companies will ask board members to sign a non-disclosure agreement to codify this aspect of a director’s fiduciary responsibility. This confidential information also includes board minutes. Confidential information could be proprietary technology, forward-looking business strategies, or anything that may hamper the company’s ability to do business should it be leaked to competitors or the general public. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.Keeping a company’s information confidential is a part of the fiduciary responsibility of each board member.
Code §4935(e).)ĪSSISTANCE: Associations needing legal assistance can contact us. The minutes of the next open board meeting must generally reflect the board's executive session:Īny matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership. Even though members do not have the right to attend executive sessions, boards must keep members informed about the general nature of the business conducted in their executive sessions. Minutes of executive sessions should NOT be distributed to the membership. Accordingly, discussion of any changes to executive session minutes should take place in executive session. However, the risk with open-meeting approvals is that the board may need to discuss corrections or revisions to the minutes which could result in the disclosure of confidences and/or waiver of attorney-client privilege. Executive session minutes may be approved at the board's next open meeting or executive session. The board voted not to renew the manager's one-year contract and made the manager's employment at-will." For additional information on meeting minutes content, see " HOA Meeting Minutes."Īpproval of Minutes. The minutes might state that "The Board expressed dissatisfaction with the manager's performance and gave the manager a written warning that failure to resolve tardiness and absenteeism would result in her dismissal. For example, if the board were to give the manager a warning, minutes should reflect what occurred. Executive session minutes should reflect the deliberation and reasoning behind actions taken by the board in executive session. Even though members do not have a right to review and copy executive session minutes, boards should be aware that such minutes are discoverable in litigation.Ĭontent of Minutes. These minutes are separate from open meeting minutes since there is no right by members to inspect them because of the confidential information contained in them related to litigation, personnel matters, disciplinary actions against members, and foreclosure actions. Code §8320(a)(2).) Such minutes are also referenced in various places in the Davis-Stirling Act. "Each corporation shall keep minutes of the proceedings of its. California law requires that boards keep minutes of their executive sessions. An executive session meeting is a proceeding of the board of directors.