Why Less Is More: The Hidden Risks of Overly Detailed Board Minutes
It's natural for board members to feel that maximizing information equals better transparency. But when it comes to condominium and corporate board minutes, exhaustive, verbatim, or overly detailed minutes are not recommended. In fact, exhaustive, verbatim records of meeting discussions don't protect a board — they may expose it.
Many directors believe detailed minutes demonstrate diligence and transparency. In reality, good governance is not measured by the number of pages in the minutes. It is measured by the quality of the board's decision-making process and the clarity of the decisions ultimately recorded.
Minutes exist to record decisions and actions, not a transcript of discussion. Capturing the back-and-forth between individual directors creates legal, privacy, and operational risk without adding any real value to the corporate record. Here's why detailed minutes are discouraged, and why we deliberately keep them lean.
The Core Risks of Over-Documenting
Legal exposure. Minutes are official legal records that can be used as evidence in court or at the Condominium Authority Tribunal (CAT). If a disagreement ever ends up in court or in front of the CAT, your own minutes can be turned against you. Every argument, heated exchange, or half-formed idea can be used to challenge your board’s decision-making process or expose the corporation to liability if mistakes or inappropriate remarks are documented.
Privacy violations. In many circumstances, owners have the right to access board meeting minutes, subject to applicable legislative requirements and privacy considerations. Board meetings frequently handle sensitive topics protected by privacy laws—such as owner arrears, employee performance, or active litigation. Documenting these details in minutes creates a significant administrative burden of redacting sensitive information such as names, unit numbers, and explicit legal advice.
A chilling effect on debate. If directors know that every word they utter is being documented verbatim in a document stored in perpetuity, they may hesitate to engage in the free, honest, and robust discussions required to thoroughly vet complex issues.
Cost and inefficiency. Preparing detailed minutes is highly time-consuming and drives up corporate administrative costs. Furthermore, if legal counsel must constantly review bloated minutes for confidentiality before they are released, expenses can increase significantly.
The risk of inaccuracy. It's hard to summarize a long, winding conversation accurately. Get the wording even slightly wrong, and minutes meant to protect the board can become the very thing that creates a costly legal problem down the road.
What We Capture Instead
After more than 30 years working in corporate law with leading Toronto law firms, we've seen the same principle applied across public corporations, private companies, non-profits, and condominiums: minutes should record decisions, not discussions.
Effective minutes create a clear and defensible record of board business while avoiding unnecessary legal and privacy risks. Accordingly, our minutes focus on:
• Decisions made and motions approved
• Action items and accountability
• A concise summary of business conducted
• Recorded dissents or abstentions, where formally requested by a director
The result is a professional corporate record that supports good governance, reduces risk, and provides a clear history of board decisions.
The most effective minutes are not the longest. They are the clearest, most focused, and most defensible. When it comes to board minutes, less truly is more.
— Patricia & Katherine
Need minutes that protect your board instead of exposing it? Let's talk.
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Disclaimer: The information provided on this blog is for general informational and educational purposes only. It does not constitute legal, financial, or professional corporate governance advice. While we strive to provide accurate information based on the Ontario Condominium Act, legislation and tribunal rulings are subject to change. Condominium boards should always consult with a qualified condominium lawyer, engineer, or certified accountant before making formal legal or financial decisions for their corporation.
