Voting to adopt minutes where a previous conflict of interest declared

[Guest John E]

I couldn't find this in another forum discussion so here is my question:

 

1.  During a meeting, various voting members declare a conflict and do not participate in the debate or vote of a particular issue.

 

2.  At a subsequent meeting (where procedures require approval of prior meeting minutes), the conflict is noted in the prior meeting minutes.  

 

3.  Is it proper when approving the prior meeting minutes, for the voting members who declared conflicts that are recorded in the prior meeting minutes to vote on approval of those minutes?

 

Thank you for your comments and suggestions.

[Richard Brown]

3.  Is it proper when approving the prior meeting minutes, for the voting members who declared conflicts that are recorded in the prior meeting minutes to vote on approval of those minutes?

Yes.  All voting members may vote on approving the minutes regardless of how or whether they voted in the prior meeting and regardless of whether they were even present at the prior meeting.

 

Edited to add:  However, the members actually should be voting only on corrections to the minutes.  When there are no more corrections, the presiding officer should simply declare the minutes approved.

 

Edited again to add:  This is part of what RONR says about approving the minutes on pages 354-355:

 

"A formal motion to approve the minutes is not necessary, although such a motion is not out of order. After the minutes have been read (or after their reading has been omitted by unanimous consent as described in the previous paragraph), and whether or not a motion for approval has been offered, the chair asks, "Are there any corrections to the minutes?" and pauses. Corrections, when proposed, are usually handled by unanimous consent (pp. 54–56), but if any member objects to a proposed correction—which is, in effect, a subsidiary motion to Amend—the usual rules governing consideration of amendments to a main motion are applicable (see 12).

 

After any proposed corrections have been disposed of, and when there is no response to the chair's inquiry, "Are [page 355] there any corrections [or "further corrections"] to the minutes?" the chair says, "There being no corrections [or "no further corrections"] to the minutes, the minutes stand [or "are"] approved [or "approved as read," or "approved as corrected"]."  The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary's draft of the minutes is to offer a correction to it. It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval."

[Edgar Guest]

 . . . the conflict is noted in the prior meeting minutes.  

 

There is no need to include this.

[Guest John E]

Thank you for your responses.  I understand that normally, a motion to approve the minutes is not required.  However, the rules of the organization state that all minutes must be approved by motion.  I'm sorry if that wasn't clear in my first post.

 

 

[DanielEHayes]

There is no need to include this.

Unless an organization requires members to declare their conflicts, and then it is required, even if RONR doesn't require it.

[DanielEHayes]

Thank you for your responses.  I understand that normally, a motion to approve the minutes is not required.  However, the rules of the organization state that all minutes must be approved by motion.  I'm sorry if that wasn't clear in my first post.

If your bylaws require you to do it by a motion then you should do the best you can to follow the bylaws. It's something that deviates outside RONR but your rules are your rules. Make a motion to approve the minutes until such time as you amend your rules.

[Guest John E]

I'll please take one more kick of this can.   

 

1.  Our rules state that conflicts must be declared and the general nature thereof.  DONE

 

2.  Our rules state that minutes must be approved by motion.  DONE

 

3.  My outstanding question is this:  our rules (and presumably RONR's) are silent on whether someone who had declared a conflict (which are reflected in the minutes) can participate in a vote at a subsequent meeting to approve the minutes in which their particular conflict is noted.

 

I do accept that one can vote to approve minutes of a meeting at which he or she did not attend.  But, this is a question about whether the conflict continues to exist for purposes of approving the minutes.  

 

Thank you.

[Richard Brown]

3.  My outstanding question is this:  our rules (and presumably RONR's) are silent on whether someone who had declared a conflict (which are reflected in the minutes) can participate in a vote at a subsequent meeting to approve the minutes in which their particular conflict is noted.

I do accept that one can vote to approve minutes of a meeting at which he or she did not attend.  But, this is a question about whether the conflict continues to exist for purposes of approving the minutes.  

I understand your concern, but unless there is an express prohibition somewhere... such as in your bylaws... RONR is clear that all members can vote on approving the minutes.  See the text from RONR that I posted in post # 2 above.

 

If you (or someone else) in your organization believes that that provision in RONR is in conflict with your bylaws, then it becomes a matter of bylaws interpretation.  That is something your organization itself will have to do.  Interpreting bylaws is beyond the scope of this forum.  Personally, I do not see it as a conflict, as those who abstained at the prior meeting and made a statement as to the nature of their conflict would be voting merely on whether their statement is accurately recorded in the minutes.  I don't personally see that as a conflict, but my opinion isn't what counts.  It's the opinion of your membership that counts.

[DanielEHayes]

Do you see a conflict in someone declaring something to be true and correct? They are just voting on recounting what happened. It's ok, they can vote.

[Gary Novosielski]

I'll please take one more kick of this can.   

 

1.  Our rules state that conflicts must be declared and the general nature thereof.  DONE

 

2.  Our rules state that minutes must be approved by motion.  DONE

 

3.  My outstanding question is this:  our rules (and presumably RONR's) are silent on whether someone who had declared a conflict (which are reflected in the minutes) can participate in a vote at a subsequent meeting to approve the minutes in which their particular conflict is noted.

 

I do accept that one can vote to approve minutes of a meeting at which he or she did not attend.  But, this is a question about whether the conflict continues to exist for purposes of approving the minutes.  

 

Thank you.

Your outstanding question was answered.  Yes.  Even members who were not present at the previous meeting can offer corrections and, if there is a vote on approval, can also vote. 

 

When it comes to ensuring that the minutes are correct, how can you have a conflict?  A spouse in the Bad Records Promotion League, perhaps?

[DanielEHayes]

What happens if one of the members that declared the conflict previously then notices that there should be a correction in the minutes. Do they remain silent knowingly leaving the minutes incorrect? Now THAT sounds like a conflict of interest.

[Shmuel Gerber]

2.  Our rules state that minutes must be approved by motion.  DONE

 

 

 

This is part of what RONR says about approving the minutes on pages 354-355:

 

"A formal motion to approve the minutes is not necessary, although such a motion is not out of order. After the minutes have been read (or after their reading has been omitted by unanimous consent as described in the previous paragraph), and whether or not a motion for approval has been offered, the chair asks, "Are there any corrections to the minutes?" and pauses. . . .

 

After any proposed corrections have been disposed of, and when there is no response to the chair's inquiry, "Are [page 355] there any corrections [or "further corrections"] to the minutes?" the chair says, "There being no corrections [or "no further corrections"] to the minutes, the minutes stand [or "are"] approved [or "approved as read," or "approved as corrected"]."  The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary's draft of the minutes is to offer a correction to it. It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval."

 

Now it's DONE.

[Josh Martin]

I'll please take one more kick of this can.

1. Our rules state that conflicts must be declared and the general nature thereof. DONE

2. Our rules state that minutes must be approved by motion. DONE

3. My outstanding question is this: our rules (and presumably RONR's) are silent on whether someone who had declared a conflict (which are reflected in the minutes) can participate in a vote at a subsequent meeting to approve the minutes in which their particular conflict is noted.

I do accept that one can vote to approve minutes of a meeting at which he or she did not attend. But, this is a question about whether the conflict continues to exist for purposes of approving the minutes.

Approving the minutes simply indicates that the minutes are an accurate record of what happened at the meeting. It has nothing to do with whether members approve of the actions recorded in the minutes or even whether such actions are proper.

Given this, I see no reason why anyone should be considered to have a "conflict of interest" with respect to approving the minutes, and any member should be able to fully participate in the approval of the minutes. The only reason there would be an issue is if you have members who are willing to falsify the assembly's records, and if that's the case, you have a bigger problem.

Additionally, no motion needs to be made to approve the minutes, and even if such a motion is made, no vote is taken on the approval of the minutes. Corrections might be voted on in the unlikely event that there is a disagreement, but after any corrections are handled, the chair simply declares the minutes approved. So the fact that your rules require a motion to approve the minutes doesn't necessarily mean that they require a vote to approve the minutes.