Decision logs

Minutes decide what happened, not why

Robert's Rules, the parliamentary authority most HOA bylaws point to, is explicit that minutes exist to record actions, not discussion.

"Minutes are a record of what was done at a meeting, not a record of what was said."

Source: Frequently Asked Questions, Robert's Rules Association

The earliest published edition of Robert's Rules states the same rule in its own words, instructing the secretary to keep a record "stating what was done and not what was said, unless it is to be published." So when a new director reads three years of minutes and asks why the board picked one landscaping vendor over another, or why a fee was waived for one owner and not another, the minutes were never built to answer that. Something else has to.

What belongs in a decision log

No statute in this course's research names a decision log as a required record, and no source specifies a required format for one. What it needs to hold is the piece the minutes leave out: for each significant decision, the date, the decision itself, the options the board actually weighed, who made the call, and the reasoning. That reasoning is the entire point of keeping one.

Keep it separate from the minute book. Minutes are a fixed record you do not rewrite once approved; a decision log is a working document the board keeps adding to and can consult freely.

Who keeps it, and where it lives

Robert's Rules makes the secretary the custodian of an organization's records generally, except anything the bylaws assign elsewhere, which makes the secretary a natural owner of the decision log too. Check what your own bylaws say about who is responsible for board records.

Whether a decision log counts as an official association record that members can inspect is a separate question from whether you should keep one. Florida and California each define specific categories of records a member may inspect, and neither list is a nationwide rule. Check whether your state defines "official records" by statute, and whether a decision log would fall inside that definition.

Practically, the decision log belongs wherever the rest of your institutional memory lives: alongside the board transition book you hand to the next board, and reviewed together at the transition meeting where an outgoing director walks a new one through it.