Introduction
Condominium board meeting minutes are legal records, not casual notes. In Ontario, under the Condominium Act, 1998, minutes serve as part of the corporation’s permanent records and may carry significant legal weight if ever challenged or reviewed. Minutes not only reflect the decisions of the board but also demonstrate compliance with directors’ fiduciary duties and legal obligations.
Despite their importance, many boards remain uncertain about how much detail minutes should contain, what to include or omit, how to handle private discussions, and whether newer technologies such as AI can replace the traditional human recording secretary. This guide provides a comprehensive answer.
What Board Meeting Minutes Must Capture
The Condominium Act, 1998 (Ontario) does not prescribe a strict format for minutes but requires that corporations maintain “adequate records” under Section 55. Over time, industry practice, legal standards, and tribunal decisions have established a clear expectation of what constitutes proper minutes.
Each board meeting minute should begin with the full legal name of the condominium corporation (e.g., Toronto Standard Condominium Corporation No. 1234), the date, time, location, and type of meeting. If the meeting was held electronically or as a hybrid, this should be noted as well.
Attendance must record the names of directors present, those absent (with or without regrets), their titles, the property manager, and any invited professionals such as auditors, engineers, or legal counsel. For example:
Present: John Smith (President), Jane Doe (Vice President), Mark Chan (Treasurer), Susan Li (Director), Michael Green (Director).
Management: Sarah White (Property Manager, ABC Management Inc.).
Guests: David Black (Auditor, Munk Wale LLP).
The minutes should indicate who called the meeting to order and at what time, as well as the time of adjournment. Approval of prior meeting minutes should also be documented, including whether amendments were made.
Directors must declare any conflicts of interest as required by Section 40 of the Act. Such declarations must be clearly recorded, including whether the director abstained from both discussion and voting on the conflicted matter. For example:
Director Susan Li declared a conflict with respect to agenda item 5.3 and abstained from participation in discussion and voting on the matter.
For each business item, the minutes should briefly summarize what was discussed and record the decision made. Discussions do not require transcripts. Only key points that explain the board’s decision-making rationale should be captured. For example:
The Board reviewed proposals from three contractors for the lobby renovation. After reviewing scope, pricing, and references, the Board approved awarding the contract to XYZ Interiors in the amount of $45,000 plus HST.
Motions and resolutions are the core of board minutes. Every motion should reflect who moved and seconded it, the exact wording of the motion, and whether it was carried or defeated. Dissenting votes or abstentions must be noted. For example:
Motion: Moved by Jane Doe, seconded by Mark Chan, that the 2025 operating budget be approved as presented. Motion carried unanimously.
Financial approvals should include acceptance of financial statements, authorization of reserve fund expenditures (as permitted under Section 93), insurance renewals, and annual budgets.
Boards should record resolutions for amendments of bylaws, rules, or policies, and indicate whether owner approval or notice is required for their implementation.
Any enforcement decisions involving owner compliance, collection proceedings, or ongoing legal actions should be briefly described. The fact that legal advice was obtained should be noted when relevant, but the advice itself must not be recorded in detail to preserve solicitor-client privilege.
For a deeper look at legal standards, see Ontario Condo Minutes: Legal Compliance.
The Proper Level of Detail
A common failing is to either over-document or under-document minutes. The correct legal standard is simple: minutes must record decisions, not debates. Minutes are not intended to be transcripts nor running commentaries. Personal opinions, side conversations, and verbatim dialogue have no place in board minutes.
The board’s discussions should be summarized only to the extent necessary to provide context for decisions. For significant decisions — such as awarding large contracts, approving special assessments, or initiating legal actions — the board may briefly document its reasoning, but always avoid editorializing.
A poor example would be:
“Susan strongly argued that John was being unreasonable.”
A proper version:
“The Board discussed cost concerns raised by several directors. After reviewing contractor proposals, the Board approved awarding the contract to ABC Roofing.”
In the event minutes are ever subpoenaed or introduced in legal proceedings, clear, neutral language that reflects decisions rather than arguments will serve the board far better.
The In-Camera Session: Definition and Legal Standing
In-camera sessions, sometimes referred to as private and confidential sessions, are portions of board meetings conducted privately to address matters that involve sensitive personal information or privileged content. The primary purpose of these sessions is to protect the privacy rights of individual owners, employees, and third parties, and to preserve solicitor-client privilege where legal advice is involved. In-camera discussions are directly tied to the board’s obligations under both the Personal Information Protection and Electronic Documents Act (PIPEDA) and privacy principles embedded in Ontario law.
Boards typically enter in-camera sessions when discussing matters such as legal advice concerning disputes with specific owners or directors, enforcement and compliance actions, collection proceedings, personnel matters involving staff or contractors, and active or pending litigation.
It is important to clarify that while in-camera sessions are common governance practice, the Condominium Act, 1998 does not formally recognize or define in-camera sessions as a separate meeting category. All discussions held during in-camera sessions remain part of the official board meeting. The Act neither requires nor authorizes the creation of separate sets of minutes for in-camera discussions. Legally, these discussions should form part of the corporation’s complete board meeting minutes.
The practical and legally sound approach is to maintain a single, continuous set of minutes for each board meeting, clearly marking in-camera sections within the document. This approach ensures that the full legal record is preserved for internal purposes while still allowing the corporation to redact sensitive portions as permitted under Section 55(4) of the Act when owners request access to meeting records. This structure ensures compliance with both the Condominium Act and applicable privacy laws, while minimizing the risk of disclosure of personal or privileged information.
We expand on confidentiality and custody risks in Protecting Confidentiality: Why Boards Should Keep Outsiders Out of the Room.
The Recording Secretary’s Confidentiality Obligations
Recording secretaries — whether internal staff or external contractors — are exposed to sensitive discussions involving owners, directors, and legal counsel. While they may not be board participants, their role requires absolute confidentiality. Disclosure of privileged or sensitive discussions by a recording secretary may expose both the individual and the corporation to legal liability.
It is good governance practice for corporations to require recording secretaries to sign a formal confidentiality agreement acknowledging their obligations.
A typical clause might read:
The recording secretary acknowledges that all information obtained during the preparation of board meeting minutes is confidential and may not be disclosed or used for any purpose other than preparing such minutes. Unauthorized disclosure of board discussions or privileged legal advice may result in legal action.
The Growing Role of AI in Condominium Board Minutes — A Superior Alternative
With advances in technology, many condominium corporations are now adopting artificial intelligence (AI) as a highly effective alternative to traditional human recording secretaries. Contrary to some skepticism, AI solutions — when properly implemented — can often exceed human performance in both accuracy and consistency.
The key to successful AI-generated minutes is meeting structure. When the Chair follows a standardized agenda, uses clear motions, and adheres to a consistent script for introducing and recording decisions, AI systems excel. In fact, this structured approach allows AI to capture exactly what is required for legally compliant minutes — focusing on decisions, motions, attendance, and resolutions — while avoiding unnecessary side conversations or personal commentary that often contaminate minutes taken by human secretaries.
Even highly experienced human recording secretaries are prone to errors when meetings are loosely run or when discussions become disorganized. Missed names, misheard motions, incomplete votes, or omission of conflict declarations are surprisingly common. In contrast, a well-trained AI model can process full meeting audio, identify motions, extract decisions, and produce minutes that align exactly with the Condominium Act’s requirements for adequate records.
The advantages of AI for condominium boards include:
- Privacy: AI eliminates the need for third-party contractors to attend and listen to sensitive board discussions. Confidential in-camera discussions remain entirely within the boardroom.
- Consistency: AI applies standardized formatting and language every time, ensuring that minutes are clear, neutral, and legally defensible.
- Accuracy: Structured meeting input allows AI to capture motions and resolutions with precision, reducing the risk of human transcription errors.
- Speed: AI can generate draft minutes almost instantly, allowing for same-day board review.
- Cost Savings: Over time, AI reduces or eliminates recurring costs of hiring external secretaries for every meeting.
Rather than being a compromise, AI — when paired with a disciplined Chair and a standardized agenda format — can actually produce superior minutes that protect both the Board and the Corporation. AI is not limited by human fatigue, distraction, or misinterpretation. When directors speak clearly, motions are properly introduced, and the Chair manages discussion flow, AI performs optimally.
AI does not replace the Board’s legal responsibility to review and approve the minutes. However, by automating the recording and drafting process, AI allows Boards to focus on governance, while ensuring their legal record is accurate, complete, and compliant. In short: AI works best when Boards work smart.
Conclusion
Proper preparation of board meeting minutes is a legal obligation, not a formality. Good minutes protect the board, provide transparency to owners, and form part of the permanent corporate record. In-camera sessions, while not officially recognized by statute, remain essential tools for discussing sensitive matters — and should be recorded as part of the official minutes, not in separate files. Proper marking and redaction procedures ensure compliance with owner access rights while protecting confidential information.
Technology, particularly AI, now offers condominium corporations a new way to meet these obligations efficiently, accurately, and securely — often better than the traditional reliance on external recording secretaries.