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  1. In a past PerfectRules in which you wrote about "The Minutes," you said, "If there is any objection to the correction [of the Minutes], a majority vote decides the question." QUESTION: Is this question debatable, amendable, or subject to any secondary motions? RESPONSE: "Yes, a correction that is offered during the approval of the minutes is actually a subsidiary motion to Amend. So, it is debatable, amendable, and may have any motion applied to it that may be applied to the subsidiary motion to Amend. See RONR (12th ed.) tinted pages 18-19, entry #48. The reason it's called a "correction," instead of an amendment, is that the minutes should be an accurate reflection of what happened." I hope this helps. | Best regards, | Tim Wynn, PRP
  2. We've had some significant dysfunction in our organization recently, which included a secretary who didn't understand what minutes should (and shouldn't) contain. The last several sets of minutes that she prepared were not approved by the board due to inaccuracies and liability concerns. Our new secretary is not sure what to do with these minutes that aren't approved were never fixed (as the previous secretary took any recommended changes really personally). The new secretary wasn't on the board when those minutes were compiled and then rejected by the board. Is it appropriate to pull out any motions she can find, ask the board to ratify those, and compile them in a single document, and to perhaps stamp the draft minutes as "unapproved" and place them in the records alongside the ratified list of approved board motions? What is the best way to handle this?
  3. RR states at 48:2 that the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.... In this situation, we have a chairman who seems intent on ignoring the vote of the members taken several years ago about the designation of delegates to a national conference. During the meeting, the President stated that he would appoint delegates for the conference. A member objected during the meeting and noted the prior vote. The member sent the chair a copy of the minutes from years ago showing the vote during a break in the meeting. During the meeting the member noted that the Chairman had the minutes showing that the members elect delegates and the Chair noted that he would review it. Fast forward to the following month. The minutes for the prior month's meeting are distributed and in the minutes the secretary states that the following people were "appointed" by the Chair to serve as delegates. The member noted that the minutes should be revised to reflect not only the objection but also that the Chair was to come back to report the outcome. The Chair refused to make the amendment citing the above Rule saying that nothing was "done" and that the member only "said" something. The member noted that raising the concern was an important point to reflect in the discussion and stated that the rule only says that the minutes should contain MAINLY a record, and that is the base, but that more can be added, particularly where it provides context that an issue relating to the interpretation of the rights of the Chair is involved. Looking at RR, I can find no support for the member's position, but is seems the correct position in that without this statement, it looks as if the Chair can appoint delegates when there is a record of member action (a vote) stating otherwise. The Chair will not add the minutes revision absent something in RR or another source which supports this contention because...he's, well, he's an a-hole... Seriously, is there something I can point to in RR to support this, as it was not an action (i.e., motion) that was taken and the member did NOT formally say "I object" to the steps the Chair was trying to take. She merely stated that the Chair couldn't do it and referred to the prior meeting minutes. Thanks!
  4. Is it necessary to identify in meeting minutes the names of board members who second a motion being presented? I can see where it might be helpful to do so if, for example, there are guests present at the meeting, if only to confirm that those who seconded the motion were authorized to do so. However, assuming the minutes note that a quorum was present and the meeting called to order, might one safely also assume that those seconding a motion were members and not guests? I just discovered your forum. What a wonderful resource!
  5. No annual membership meetings were held face-to-face during 2020 and 2021 due to COVID. Members voted on board of directors via mail. Therefore, the annual membership meeting minutes from 2019 have not been approved. Can the board approve these membership meeting minutes, or should the 2019 minutes be approved at this year's 2022 annual membership meeting?
  6. Can the Board Secretary sign the minutes if he was not present at the meeting the minutes are about? Note: our Board secretary does not prepare the minutes, he just signs them.
  7. Should draft minutes be sent to the Chair/President prior to being distributed to the entire committee?
  8. Hi everyone, I am very new to the world of Board Governance and have been asked to assist our company Board which is also fairly inexperienced with RONR. The Directors have recently started (re-started?) utilizing committees in order to complete some tasks, and so we have a couple of questions regarding the results of the committee meetings. 1. What is the procedure for approving the minutes of these committee meetings? What we have been doing is, the minutes go to the next committee meeting for approval. Once approved, they then go to the next Board meeting for approval from the Board. Is the dual approval process necessary? 2. When do the motions from those committee meetings become ratified? Is it as soon as the committee carries the motion, or when the minutes (where the motion is recorded) is approved by the Board?
  9. Our 55+ community HOA board is without a secretary. Board officers for this year were elected in January but we had no candidate for secretary. How long can we go without electing a Secretary?
  10. Does Robert's Rules say anything specific on distribution of unapproved minutes? For instance, should unapproved minutes be shared with non-Board members? And does that change if that non-Board person was in attendance at the meeting?
  11. Hello, Our nonprofit executive committee met last week to approve a minor action. Do these minutes need to be approved? If so, by whom? Thank you, Laura
  12. May a secretary record in the minutes that a vote was "Unanimous," or "Motion carried Unanimously"? If such is permissible, what form of voting procedure(s) must be followed?
  13. I am our board's secretary. We usually hold an executive session (without staff) at the end of each meeting to discuss personnel issues, such as salaries, benefits, etc. Because the board minutes are posted on our Intranet site, which the staff can view, they include only the topics we discussed, not the details that would be considered confidential. My question is: If I were to include the details of our private discussions and decisions, how would we keep the minutes of that part of our meeting confidential? The staff needs to reference the non-private sections of the board minutes. Thanks. Don Benjamin
  14. History: Our non-profit group held their AGM recently. The secretary had sent out AGM minutes from the previous year (2020) as mandated but sent them as a Rev.1. The reason for this was the out-going secretary in 2020 had sent out the minutes to the incoming board a few days after the 2020 AGM, in Feb 2020. The current secretary noticed there was an error on those Feb 2020 version, revised them, and sent out the revised copy, indicating they were revised by adding Rev 1 to the title, to be adopted at the 2021 AGM. Question: Was the current secretary in error by sending out AGM Minutes of Feb 2020 (Rev. 1) as the minutes to be adopted or should she have used the minutes that were sent out by the former secretary?
  15. We are a condo board. Is there a way to insist a committee’s full report (121 words) be part of the minutes, verbatim? Is there a specific procedure for this?
  16. During a board meeting last weekend, a director disclosed that she had been contacted by someone who was trying to convince her to support an issue. Does that information have to be published in the meeting minutes?
  17. Guest

    Agenda in minutes?

    When an agenda is adopted for a meeting how much detail of the agenda needs to be recorded in that meetings minutes? Is a simple note that an agenda was adopted enough or needs the whole agenda be spelled out?
  18. 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.
  19. 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.
  20. Guest

    Changing Minutes

    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?
  21. 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?
  22. Guest

    Approval of minutes

    Can minutes of the last meeting be approved without a quorum present?
  23. 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.
  24. 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
  25. 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.
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