What HOA Meeting Minutes Must Capture When Hiring or Firing a Management Company

Hiring or firing a management company is rarely simple. Contracts have termination clauses. Former managers sometimes dispute whether the board had authority to act. New managers need a clean handoff. And homeowners may challenge the decision if they feel it wasn't properly authorized.

The meeting minutes from the session where this decision was made are the foundation of everything that follows. Here's what they need to capture.

Hiring a Management Company

The RFP and Selection Process

Before the actual vote, document that the board followed a reasonable selection process. The minutes don't need to be exhaustive, but they should reflect:

• That proposals were solicited from multiple companies (name how many)
• That the board reviewed proposals and/or conducted interviews
• The key criteria considered (price, services, references, experience with comparable communities)

This matters if a homeowner later argues the board acted arbitrarily or in a conflict of interest.

The Motion and Vote

The core of the minutes: a precise record of what was approved.

"Director Smith moved to engage [Management Company Name] as the association's managing agent under the terms of the management agreement dated [date], at a monthly fee of $[X], for an initial term of [X] year(s), with automatic annual renewal unless terminated with [X] days' written notice. Director Johnson seconded. Vote: 4 in favor, 1 opposed, 0 abstaining. Motion carried."

Key elements to include:

• Full legal name of the management company
• Contract date (or confirm it matches a specific proposal)
• Monthly fee or fee structure
• Contract term and renewal provisions
• Termination notice requirement
• Exact vote count (not just "approved unanimously" unless it was unanimous)

Authorization to Execute

Document who was authorized to sign the contract on behalf of the association:

"The board authorized the President and Secretary to execute the management agreement on behalf of the association."

Without this, the management company may question whether the signatories had authority — and so might a court.

Conflict of Interest Disclosure

If any board member has a relationship with the management company (family, prior business dealings, referral fees), that must be disclosed and documented. The conflicted director should recuse from the vote, and the minutes should reflect the disclosure and recusal. Failure to document this is a common source of homeowner challenges.

Terminating a Management Company

Terminations are higher-stakes than hirings — the outgoing company may dispute the notice, contest the effective date, or claim damages. Your minutes need to be airtight.

Grounds for Termination

Document the basis for termination, even briefly. This isn't legally required in most cases (assuming you're terminating under a valid termination clause), but it protects the board against claims of bad faith or breach:

"The board reviewed ongoing performance concerns, including [examples: delayed financial reporting, unresponsiveness to maintenance requests, failure to attend scheduled board meetings]. After discussion, the board determined that termination was in the best interest of the association."

Contract Review Confirmation

Document that the board reviewed the termination provisions of the current contract before voting:

"The board reviewed Section 8.2 of the management agreement, which provides for termination by either party with 60 days' written notice. The board confirmed that no cause termination is permitted under the agreement."

This establishes that the board acted with knowledge of the contract terms — not impulsively.

The Termination Motion

"Director Lee moved to terminate the management agreement with [Company Name] effective [date], by providing written notice per the 60-day notice requirement in Section 8.2 of the agreement. Director Patel seconded. Vote: 5 in favor, 0 opposed, 0 abstaining. Motion carried."

Include:

• The exact effective termination date
• The contractual basis (which clause, what notice period)
• Who was authorized to send the termination notice

Notice Authorization

"The President was authorized to deliver written termination notice to [Company Name] within 5 business days of this meeting, with a copy retained in association records."

Transition Planning

Document any transition instructions approved at the meeting:

• Who will take custody of association records (financial accounts, governing documents, owner files, vendor contracts)
• Whether a new manager has been selected (or will be selected at a subsequent meeting)
• Any interim self-management arrangements
• Bank account transition steps

Selecting a Replacement at the Same Meeting

Sometimes boards terminate one company and hire another in the same meeting. If so, document both actions separately and clearly — the termination of the old company and the engagement of the new one are two distinct motions. Don't conflate them in a single vague paragraph.

What Happens When Minutes Are Inadequate

Common problems caused by poor documentation:

• The outgoing company disputes the notice date. If your minutes don't specify the effective date or confirm when notice was sent, the clock on the termination period is unclear.
• A homeowner challenges the authority to hire. If the minutes don't reflect that the board had a quorum, that the vote passed, and that a specific authorized person signed, the contract's validity can be questioned.
• Conflict of interest claims surface later. If a board member had a relationship with the new company and it wasn't disclosed, undocumented minutes make this impossible to refute.
• The new company demands proof of authority. Before taking on an account, professional management companies often request a copy of the board resolution authorizing the engagement. Your minutes serve that purpose.

Template Language

MANAGEMENT COMPANY — [HIRE / TERMINATION]

[FOR HIRE:]
Motion: To engage [Company] under the management agreement dated [date], 
at $[X]/month, for an initial [X]-year term with [X]-day termination notice.
Moved by: [Director]  Seconded by: [Director]
Vote: [X] in favor, [X] opposed, [X] abstaining
Result: [CARRIED / FAILED]
Authorized signatories: [Names and titles]

[FOR TERMINATION:]
Motion: To terminate the management agreement with [Company] effective [date], 
per Section [X] ([X]-day notice requirement).
Moved by: [Director]  Seconded by: [Director]
Vote: [X] in favor, [X] opposed, [X] abstaining
Result: [CARRIED / FAILED]
President authorized to deliver written notice within [X] business days.
Transition: Records to be transferred to [new manager / board secretary] by [date].

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