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The Board of the organization I worked for met in Executive (Closed) Session to discuss a then-ongoing legal matter. A motion was considered and passed regarding the matter. (In short, the Board gave the Executive the authority to settle the issue up to a certain amount.) The association's bylaw regarding minutes are below: 13.6 Minutes i. The minutes of the meetings of the [Board] shall: a. be the responsibility of the Recording Secretary, in their absence the [Board] may select a temporary replacement; b. include a summary of the discussion, a record of the motions passed and a numerical record of the votes taken; ii. Minutes of meetings in closed sessions shall include only a record of the motions passed and a record of the votes taken. I know the motion gets recorded in the Closed Session minutes. Does it also get put into the minutes of the meeting overall? In the past we have done so, but that is normally because our closed sessions involve naming people to positions or granting money, where the result normally gets announced in open session. This situation isn't like that so I'm not as sure. Thanks for any advice.

We had a Special Called Business Meeting convened. Meeting was called to order and Agenda was read. Member requested to read a statement into the official record as part of the meeting. Second member made a motion to move the stated agenda to the regularly scheduled business meeting for the following reasons: - meeting agenda was not announced at two consecutive meetings prior - agenda items to be voted on were in violation of the Constitution & Bylaws which stated those items must be carried out at Regularly scheduled business meeting. Our Bylaws state we will follow Roberts Rules of Order. Since the meeting was started and statement was read into the official record. Motion was made, seconded, an voted on to move the agenda to the regularly scheduled business meeting should meeting minutes be kept as part of the official record? Some argue that since the meeting agenda was ruled and voted on as out of order no meeting minutes should be kept. Others argue that since the meeting was called to order, agenda read on the floor, member read a statement into record, and motion was made and voted on minutes should be kept. I am currently reading RRofO looking for a reference that might cover this question. Any help would be greatly appreciated.

At a Board of Directors meeting, a motion was made and passed that allocated funds to an individual, with the individual being named in the motion. After the meeting, the individual receiving the funds asked that their name not be in the minutes, so the secretary removed the name. The minutes have not yet been approved. What course of action is available to address the meeting minutes being intentionally falsified? Can a majority vote of the Board allow the minutes to be falsified?

Good day. Hope everyone is doing well. I have a question of the transcribing of minutes. I tried to point out to our Chairperson that things like personal observations, judgmental comments, or wording, such as... "There were several displeased and heated opinions regarding the addition of the category and the language...", do not belong. He tried to argue that "the minutes have to be accurate and we can't take short cuts". I argued that the minutes should be concise and summarize the major points of what happened at the meeting. Not to include opinion and speculation. Help?

Can minutes of the last meeting be approved without a quorum present?

I'm the secretary of our board with a question about how to record a telephone vote in our meeting minutes. Our board held a special meeting by conference call to approve a resolution. When it was time to vote, I polled the members in the same fashion as a roll call vote. However, holding a vote by roll call per se requires majority approval, which we did not seek because there was no other way to vote (voice votes don't work on a conference call and we didn't have any other electronic means where everyone could monitor the voting procedure.) I assume the minutes should only indicate the total "ayes" and "nays" as though it was a vote by a show of hands, and not the vote of each board member.

Please do feel free to say if this question is inappropriate for this forum. I am a public official and sit on an administrative quasi-judicial government body that oversees open meetings and public disclosure law for our city. We are having a bit of debate about what a passage's intent means in our governing open meetings law that pertains to meeting procedure. I thought my many years of practice in parliamentary procedure that the parliamentarian community may be a good place to check in albeit constitutional and legal construction subject matter experts. That said, the passage goes like this: " Any person speaking during a public comment period may supply a brief written summary of their comments which shall, if no more than 150 words, be included in the minutes." It is the phrase highlighted in yellow that is of concern. Before I give any further context or example, I would appreciate some comment on what folks think this means on the face of it with regards to placement in the minutes. Thank you for your indulgence. Bruce Wolfe

I'm wondering how to make votes that occur during executive session a matter of public record so they are actionable. Since executive sessions are confidential, does a motion need to occur that the results of an executive session vote be included in the public minutes? Thank you.

After being a minute-taker for various organizations for many years, I've been working as volunteer secretary for the past four years for a NPO society in Canada. After the AGM's, I always prepare and circulate minutes with attachments (financial reports, president's and director's reports). Admittedly, this makes the document lengthy--sometimes 20 pages or so, depending upon the number of reports, although the minutes themselves are usually only three or four pages. Recently, I've been told that this is incorrect and that AGM minutes (1) should not include any documents and (2) should not be circulated to members because the minutes are read out at the next AGM (obviously at least a year later). I say this makes no sense because the membership will not be the same each AGM, and members, not all of whom attend the AGM, are entitled to know the business as soon as possible after the meeting. I've searched Google in general and RONR in particular, but can find no definitive answer. I'd appreciate any comments and suggestions. Thank you.

When a two-thirds vote is required by the Bylaws, how is the vote recorded in the minutes. Is it simply adopted or lost or is it adopted with a two-thirds majority?

I have a question about editing minutes of the secretary. According to our bylaws, in our organization's general meeting a secretary (designated by the Chair) records the minutes and then the Chair checks and edits the draft minutes before distributing them. In our executive committee, a secretary records the minutes and then all committee members check and edit the minutes. I could not find anything in RRONR that would contradict this procedure. Am I correct? What is the role of the secretary in this case? I ask because the draft minutes of both the general meeting and executive committee are heavily edited by the Chair and committee members between the meeting and the distribution of the minutes all members of our organization and it is a bit of a mess.

If the minutes of a meeting include what a person said in public comments (yes, I know that they shouldn't, and this practice is being changed) and the minutes are approved, can they later be changed if the speaker of the public comment disagrees with how the approved minutes recorded their comment? thanks

Our non-profit holds monthly board meetings. We have been under the impression that we should only release meeting mutes to the full membership after they have been approved, which means a one month lag. I can only find information on when to release minutes to meeting attendees, which is suggested with 24-48 hours if possible. Is it appropriate to release "unapproved" minutes to non-attendees (i.e., the full membership) in the same time frame as long as the minutes are notated as "unapproved"? I would prefer this approach.

Can a board member abstain on voting for approval of minutes of a meeting they attended? How would this be handled?

I've seen some minutes in which personal opinions are noted about how council members would vote at an AGM. I don't think this should be recorded in the minutes, but don't know where to find this in Rogers. Any thoughts?

Do the minutes of Board Committee meetings (Finance, Governance, Advancement, etc) need to be approved by the Committee or just attested to or signed by the Chair of the committee?

Do official minutes have to be typed? And, are they distributed to members at next meeting?

What is the complete process for Executive Session minutes - taking, storing, approving, and RONR reference

Is a member of a Board committee eligible to vote on a motion to approve committee meeting minutes for a mtg at which the member was not present? Is a former member of a Board comm. eligible to vote on minutes of a mtg they attended while on the comm?

I am the staff assistant for the Board of Directors. I prepare the minutes for each meeting and the secretary normally signs. If the secretary is absent from a meeting, who then would sign the minutes for that meeting? Is he still permitted to do so? If not, how is the signer determined? From my online research I've determined that he may not be permitted to sign the minutes and the Board would choose another officer to sign in his place. If this is true I need to be able to explain this and show where this is stated in writing. I believe I have my answer, I just need to be able to prove it. Any help or corrections would be greatly appreciated. Thank you.

For consistency and explanatory purposes, it seems like at it would be better for the motions to ratify or censure to be explained under the chapter on incendental motions rather than so cursorily at the end of the chapter on the main motion. In the very least, it seems as though the motions to ratify or censure are different enough from the motion to adopt (e.g., recommendations about action to be taken v. not-yet-validated actions perhaps already taken) that the motions should fall under separate subheadings. I raised more specific questions about the motion to ratify in an earlier post. But it also seems like the motions to ratify or censure deserve a more thorough treatment, if not with form and examples then at least with standard descritpive characteristics. I believe the motion to ratify (as opposed to the motion to censure) should not be allowed to be laid on the table such that it could ever fall to the ground. Actions requiring ratification should not go unratified. They should either be ratified or censured. I also believe the synonym to "approve" for the motion to ratify should be omitted. Otherwise the motion to "approve" (i.e., ratify) could become a conflicting term with the practice of approving minutes, which is not done by a motion. Worse, an organization could become mistaken that approving minutes which might include action in need of ratification, say from a previously held special meeting since the last regular meeting, is somehow tantamount to ratifying such actions. Which is bad.

A question about submitting a correction to minutes of a meeting distributed before the next meeting. A member submitted a correction in writing to the secretary after the member received the minutes. That member can not attend the next meeting when the minutes will be reviewed. Should the member's correction be included in corrections to the minutes at that next meeting? This just happened and one member challenged it saying corrections to the minutes can't be done "by proxy." (Page 355, lines 8-11 in the 11th edition come close to addressing this but refer to a slightly different situation.)

Hello - at our last board meeting, the board agreed to revise a board responsibilities document (not a part of the by-laws). It was agreed that the proposed changes would be sent via email. So, we sent the changes and asked for #1- Approval to consider this matter over email and #2 Approval of the revised responsibilities document. Each board member has replied to provide their approval, so it is unanimous. My question is this - what's the best way to reflect this unanimous approval to the board responsibilities document, since it's in between our quarterly meetings? Should we do an addendum to last meetings' minutes? A standalone document we can send to the board meetings? I was unable to find a straightforward answer on best practices for this. Thank you!

A motion was put before the assembly. The motion was discussed. There was a call to withdraw the motion. The assembly voted to withdraw the motion. Should the motion be entered into the minutes despite a vote to withdraw?

The minutes for our meetings are typically signed by our committee President who is also the chairperson for the meetings. If the President is absent for a meeting then do they still sign the minutes for that meeting? If not then who should sign them?