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2 Questions. Minutes and conflict of interest


Guest Carmen

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Please, your expertise is needed!

1. Our secretary does our minutes up. When they are complete, they are emailed out to all members. I have noticed that they are sent via a forward. I inquired to another member about this, and she stated, that when she had to take the minutes at a couple of meetings, the chair makes them send the minutes to him only, so he can edit them, before they are sent to everyone else.

Is this normal?

2. The chair has stated that he is going to make a member leave the meeting, so that they can discuss something that he considers a "conflict of interest"? There are no decisions being made and it's not a direct conflict. The times when the member was allowed to sit though the topic that was of "conflict", the member was not allowed to even comment.

Is this allowed?

TIA

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On the first question, there are several aspects to the issue:

A. It is wrong for the chairman to dictate that the secretary's draft be sent to the chair for editing. Technically, only the organization/body can "dictate" changes.

B. Whether having another set of eyes review the draft before being sent to the whole body depends on the nature of the minutes in relation to the expertise of the sectratry, the nature of the editing being done and the overall attitude and nature of the organization. As an example, I am a board member and Treasurer of an organization. Most of the agenda items are issues that I bring up or know inside and out. The secretary emails me her draft every month before the board meeting. I may make a few changes to her draft, generally to correct spelling of folks' names or the precise name of an agency, etc. I then send a copy back to her to make sure I have not changed anything of consequence incorrectly, and I also send the draft to the board , along with information about items coming up at the next meeting. My review and sometimes minor editing of the draft minutes, always with her review and approval, speeds the meeting since it would be time consuming to make the corrections at the meeting. This process has been done this way for many, many years and we have never had any controversy about the minutes and minutes approval process.

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1) The Chair has no authority under RONR to make the Secretary send him a copy of the minutes for editing. If the Secretary wants to send out drafts to one or more members he is free to do so but has no obligation under RONR to do so.

2) The Chair is way exceeding his authority to even think he can make a member of the assembly leave the meeting for any reason.

RONR p. 625 says:

A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance.

Also, RONR p. 394 says:

No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.
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