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  1. 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?
  2. Hello: In a situation where a concurring vote of three out of five board members is required, and there are three abstentions, the motion clearly cannot pass. But is it deemed a valid vote or valid denial? I realize it is impossible for the motion to pass, but not necessarily based on "no" votes (especially if 2-2 vote yes). I'm wondering if there is a term-of-art for it. From RONR that the abstentions in a majority of the membership situation have the "effect" of a no, but are not necessarily votes. So if this decision is ultimately appealed, it seems incorrect to call it a true denial. Thoughts? Any help would be appreciated.
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