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Found 234 results

  1. Amending Minutes

    RONR states the assembly is responsible for approving and correcting the minutes. Does the assembly include the VP if the mistake was made in minutes of a board meeting? The only time the board gets the minutes from any meeting is that we hear the reading of the minutes from the last meeting at the next meeting. We have no opportunity to see them or correct them prior to that. If the mistake is an omission of an important motion that was made yet not seconded or voted on... that should be in the minutes right?
  2. A member proposed a motion that was voted on and approved. Now I'm being asked if we can limit the detail of the motion in the minutes...?
  3. 501c3

    My organization has a Foundation that is to remain separate. We have suspended our meetings to allow the Foundation to make a report. The Secretary does not record any information from that report. Is this handled correctly? Or should the Foundation not report at all? I know of another organization that does not allow their Foundation to make reports. If members want to know what’s going on, they are encouraged to attend the Foundation’s meeting. Your help is greatly appreciated. Thank you!!!! Your help is greatly appreciated,
  4. RONR p. 468, ll. 31-32 say that minutes should contain "the date and time of the meeting, and the place, if it is not always the same." An organized society can meet by teleconference per bylaws, and adopts RONR, but has no rule addressing this particular issue. Should (must?) the minutes contain the phone number and access code for the teleconference meeting as it's "location" (assuming it is not always the same)?
  5. After reading the minutes of the previous meeting is a motion and second required if there are no corrections or can the president call for a direct vote to accept the minutes as read?
  6. Committee Chair

    May meeting minutes be approved by email rather than waiting for the next meeting?
  7. Minutes

    I have read that you need to minute what is done not what is said. Does that mean the secretary does not summarize agenda items or topics of discussion if there is no motion involved?
  8. Votes

    Do we need to minute the votes of board members as to who voted yes or no?
  9. Secretary Figurehead

    I am a municipal clerk working for a large special-purpose agency governed by a small board of elected officials. Our bylaws call for an office of secretary from among our statutorily elected board and they assign to the secretary the usual duties to prepare and maintain records of the board's proceedings, including the minutes, along with other typical secretarial responsibilities. It is a matter of longstanding practice that the secretary signs the minutes of the board upon their approval, which is consistent with RONR sections 47 and 48. However, with the exception of occasionally serving as presider pro tempore, it is not the elected secretary who does any of this work, nor is there an active role in our staffing structure for the secretary directly to coordinate my performance of these duties as a delegate. As we review the board's bylaws for revision, I am unsure of how to reconcile the disparity between the titular office of secretary as a member of a board I serve but on which I do not sit, and the actual performance of the secretary's functions, which are integral to the fabric of the rest of our bylaws. Are there other contributors to this forum with a similar conundrum and how have you dealt with it as pertains to how your bylaws identify the roles of the officers of your board? Thank you.
  10. If a member proposes that the minutes be corrected (at the time of their approval) by striking out the tellers’ report from an election, and another member objects, does the correction require a two-thirds vote? PL says that “anything that the rules require to be in the minutes cannot be struck out, except by a two-thirds vote” (q. 248, p. 499), but RONR includes all corrections under the usual rules for amendment, i.e., majority vote ([11th ed.], p. 354, ll. 30-33). If a two-thirds vote is required to strike a tellers’ report, would it also be required to strike something more mundane, such as the name of the maker of a main motion? Similarly, what vote is required to correct the minutes by inserting something that RONR says should never be in the minutes, such as the secretary’s opinion, or something more mundane, such as a brief summary of a guest speaker’s remarks?
  11. At a Business Meeting of organization members, I believe Council Meeting minutes were improperly referenced. One of the Council Members handed a copy of the Council Minutes to an organization member and the minutes were referenced as a point of discussion. The Organization by-laws allow an organization member to request a copy of Council minutes with a written request and specification for the purpose of the request. Is there recourse for discussion that took place referencing these minutes at the Business Meeting?
  12. As the secretary to a 501c3 board, I record the minutes. In a recent meeting, the treasurer reported that a certain sum had been donated to the organization. I included that fact and the amount of the donation in the minutes. The moderator insists that this does not belong in the minutes as it was not a motion or a vote. I cited Robert’s Rules section 48 , item 18 as regards the substance of oral committee reports and section 51 regarding oral reports in a small assembly. The moderator insists that as moderator he may decide whether a certain Robert's Rule applies. It is my belief that while a discussion is underway the moderator has broad powers, but once the draft minutes have been prepared (but not yet approved by the board) that the moderator has no right to determine what should/should not be included in the minutes. Can the moderator insist that the amount of the donation be deleted from the minutes? I look forward to helpful comments on this question.
  13. If the Roll Call listed as part of approved minutes must be changed - does that require reconsideration/amendment of the minutes at the next meeting or can the Chair/Secretary simply update the roll and initial?
  14. Meetings without the Minutes

    I am concerned about the non-profit organization meetings has been running for several years without the minutes. The president and treasurer refused to cooperate by abiding the Robert Rules of Order by having the minutes written in every meetings. What will happen to the non-profit organization if it has no minutes for several years? Who will be able to enforce the non-profit organization to write the minutes?
  15. I recently was hired by a nonprofit 501c6 as their first Executive Director (they previously had no full-time staffing) and discovered that the organization did not approve 6 sets of minutes from 2015/2016. Can the current Board approve the minutes?
  16. I understand that minutes are a record of what was done and not what was said. I'm trying to explain WHY that is the case to a fellow Board member who likes all the notes that have dominated the minutes for the last few years. I'd like to go beyond just saying, "RONR says ..." Does anyone know what the rationale is for the "done not said" standard?
  17. Secretary pro tem

    The board secretary was absent at our board meeting today and I was elected Secretary pro tem, since I am responsible for taking the minutes at all meetings anyway. My question is related to the signing of the minutes. As Secretary pro tem do I sign the minutes of the previous meeting which the board approved today while I was the acting Secretary, or do I sign the minutes of the meeting for which I was the acting Secretary (today's meeting)?
  18. Improper Use of Minutes

    I sit as a member of a municipal citizen advisory committee. The administer recently used the minutes to promote a personal agenda by misquoting the content of an email brought forward at the meeting in the minutes and; omitted a portion of amended minutes that were carried at a previous meeting. Are there any clear legal or ethical lines crossed in these cases and how to best address it without getting personal? Would there be any good reason to just let it go instead of engaging in what will likely be a hostile response. I'll mention we have a weak Chair that doesn't call for decorum, allows the use of names when things are tense and allows it to get personal. Thanks for your responses. Elle
  19. Motion not recorded

    A main motion was made and adopted by the BOD; however was not recorded in the minutes as the secretary waited until the last minute to write the minutes. Meetings are one every quarter; however no one caught the correction made the correction to record the motion. Now the committee chair that the motion affects states that since he wasn't at the meeting at which the motion was made and the motion was not recorded in the "official record" (the minutes) then he doesn't have to follow it until it becomes part of the official recorded. His statement : "I’m sure you can appreciate the need to have this motion included in the minutes and when, and if, the minutes are corrected to include it, it will be binding." Another correction to the minutes cannot be made until the next BOD meeting when the issue would be mute. Is the motion valid even though the motion has not been recorded in the minutes?
  20. Is it appropriate or permissible for the Secretary to be a member of the minutes approval Committee? If prohibited, please provide a citation.
  21. Under RONR, is it proper for the minutes of a Board meeting for an HOA to include an allegation from one side of a controversy that emerged during a debate of a contentious motion, without inclusion of the other side's contention countering that statement and without any further context? If improper to include such an allegation, what is the recommended way to correct the minutes? - to eliminate that allegation raised within that portion of the debate? or to balance it out with the other counter-statement's contention? or to give greater detail of the full debate? Context is HOA with bylaws that rely on RONR 11th ed. (although those who remember me from a previous question will know that for the time being, we have to interpret the rest of our bylaws in a common sense way until we can re-insert a missing "not" into our parliamentary authority bylaw). Our bylaws contain no specific provision pertaining to minutes, other than that our secretary has the authority to prepare the minutes, so presumably they are to be prepared in accordance with RONR 11th ed. In our February meeting of the Board, a major motion was brought to the floor to remove a Board member, that action being brought under a bylaw requiring 2/3 vote of Board directors present and voting. Debate was rather ragged, in one instance featuring a claim by the defending Board member speaking in his defense. The Board member who had made the motion interrupted without properly gaining the floor, alleging that he had "first-hand" knowledge the defending Board member's contention was false. Draft minutes prepared by the HOA's managing agent contain 3 bulleted items about that portion of the Board meeting - First, a very embellished version of the motion is given, adding significantly more detail than was actually stated in the motion itself. When the vote was actually taken on the motion, the presiding officer did not re-state the motion; and the version of the motion given in the minutes includes content that was not even discussed during the debate. (But that's not my question here; for purposes of this question, presume that the motion as it stood at the time of the vote is being presented in the minutes accurately.) Second, the minutes state that debate was held, a vote was taken, and the motion failed. (The actual vote count is not recorded in the minutes. Similarly, that is not the issue in this particular question.) Finally, in a third bullet after stating the result (i.e., almost as if implying a comment after the debate), the minutes state that [name of officer] stated that [allegation], providing the allegation that was stated by the interrupting Board member (i.e., on the failing side of the vote), without stating the original contention counter to that allegation (i.e., on the winning side of the vote) and without any further context. This highly selective choice of one piece of a much larger, very contentious debate strikes me as the sort of subjective content discouraged from being in minutes that are prepared within the rules of order prescribed by RONR. Comments or suggestions?
  22. A board of directors had a meeting where no quorum was present. One director was excused, but submitted a report. The meeting was held and minutes were published that indicated there was no quorum, but that there was discussion and reports were submitted. The minutes did not include the text of the reports nor anything about their contents. Under Roberts Rules, what can be done now to get those reports available to the membership? Are meeting minutes supposed to include reports?
  23. My organization typically holds board meetings at the beginning of the 2nd week of the month. Those minutes are published in the newsletter, which is distributed in the first week of the month, following the approval of those minutes. This timing means the board meeting minutes aren't distributed to the membership until nearly 2 months after the meeting took place. We are looking for a proper way to distribute those minutes sooner than 2 months after the meeting. An earlier reply on this subject states: "You cannot approve the minutes via email unless the bylaws allow for voting via email." Our bylaws contain the following statement: "Voting by Board members can be oral or by a show of hands, if meeting in person, or via electronic transmissions at the discretion of the presiding officer." Is this statement sufficient to allow the board to approve board meeting minutes via email? Our current practice is to have the recording secretary send the minutes to all board members, allow several days for corrections, then send a final version of the corrected minutes several days after that.
  24. Omissions in Minutes

    During the Annual Meeting of our Condo Association, the President distributed a letter about an owner. He had the Vice President read the letter out loud to all in attendance. I assumed the reason the Vice President read the letter out loud during the meeting was to make it a matter of record. The letter contained many false statements about the owner. When the minutes of the Annual meeting were published, there was no mention of the letter or that it had been read during the meeting. Can the Board Secretary deliberately omit the letter and the actions of the Board from the minutes? Before the minutes are approved by the membership, can a motion be made to correct the minutes. If so, how does the owner word the motion to add the missing letter? Many thanks. Nancy
  25. Hi all, I have a technical question regarding this motion. What happens to the motion to reconsider and enter on the minutes if 1) the meeting when this motion was raise has adjourned; and 2) when this motion was raised at the meeting it was seconded but the individual raising the motion did not indicate whether he/she was in the affirmative for the initial vote of the reconsidering motion and the chair also did not follow in asking whether this person voted in the affirmative or not? Does this motion get dropped (due to incorrect procedure)? or Is this motion to reconsider deemed valid and can be recalled at the next meeting? I do realize that if this doesn't work out, a rescind motion can be put in front of the members at the next meeting (with notice of course). thanks in advance for any advice!
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