Guest Pat Posted February 15, 2011 at 12:49 AM Report Share Posted February 15, 2011 at 12:49 AM Hi, I hope to call on superior wisdom and experience of the panel.The background:A board meeting was held in January where a government representative presented allegations of wrongdoing conducted and/or condoned by our 501©(3) volunteer organization. The board had no knowledge of these allegations or concerns prior to the board meeting and were not prepared to respond. Our meetings, as a matter of course, are audio taped to assist the Secretary. Due to the serious nature of the allegations and innuendos presented by the government representative, a verbatim entry was entered into the draft minutes. Our board president, who is very new to this position and very well-intentioned, presented the draft minutes to the government representative to provide a chance for rebuttal prior to approval of the minutes.The government representative has submitted a written revision, copying the board secretary, modifying the statements made at the open board meeting with the strong request that the president amend the unapproved minutes to reflect the true intention of the statements. The rep also expressed strong concern that the statements were recorded verbatim and implied that civil rights were violated due to being recorded without prior knowledge or consent. The recording device was on the table in plain sight.The nitty-gritty:The board president has directed the secretary to withhold this information/explanation from the other board members. The president intends to amend/modify the draft minutes at the February meeting to reflect the revisions presented. Advice and counsel was provided to the president that this proposed action was in conflict with both the organizational by-laws as well as RONR.The board secretary has responded formally to the president that supressing the communication would violate the implicit and implied duties of office and has offered to update the board if the president does not feel comfortable with this task.What are the options available to the board and the organization? This has the potential to seriously disrupt the board functionality and composition.With advance thanks for assistance. Link to comment Share on other sites More sharing options...
Gerry4000 Posted February 15, 2011 at 01:09 AM Report Share Posted February 15, 2011 at 01:09 AM Hi, I hope to call on superior wisdom and experience of the panel.The background:A board meeting was held in January where a government representative presented allegations of wrongdoing conducted and/or condoned by our 501©(3) volunteer organization. The board had no knowledge of these allegations or concerns prior to the board meeting and were not prepared to respond. Our meetings, as a matter of course, are audio taped to assist the Secretary. Due to the serious nature of the allegations and innuendos presented by the government representative, a verbatim entry was entered into the draft minutes. Our board president, who is very new to this position and very well-intentioned, presented the draft minutes to the government representative to provide a chance for rebuttal prior to approval of the minutes.The government representative has submitted a written revision, copying the board secretary, modifying the statements made at the open board meeting with the strong request that the president amend the unapproved minutes to reflect the true intention of the statements. The rep also expressed strong concern that the statements were recorded verbatim and implied that civil rights were violated due to being recorded without prior knowledge or consent. The recording device was on the table in plain sight.The nitty-gritty:The board president has directed the secretary to withhold this information/explanation from the other board members. The president intends to amend/modify the draft minutes at the February meeting to reflect the revisions presented. Advice and counsel was provided to the president that this proposed action was in conflict with both the organizational by-laws as well as RONR.The board secretary has responded formally to the president that supressing the communication would violate the implicit and implied duties of office and has offered to update the board if the president does not feel comfortable with this task.What are the options available to the board and the organization? This has the potential to seriously disrupt the board functionality and composition.With advance thanks for assistance.In my opinion, the entire board should be informed, in some manner and in some form. I strongly suggest engaging an attorney, experienced and skilled in dealing with your type of organization and such organizations' relations with that prticular government entity. This goes well beyond the scope of RONR. Link to comment Share on other sites More sharing options...
J. J. Posted February 15, 2011 at 01:33 AM Report Share Posted February 15, 2011 at 01:33 AM Due to the serious nature of the allegations and innuendos presented by the government representative, a verbatim entry was entered into the draft minutes. Our board president, who is very new to this position and very well-intentioned, presented the draft minutes to the government representative to provide a chance for rebuttal prior to approval of the minutes.There is no procedural reason that this should be included in the minutes. The minutes should include what was done not what was said (p. 451). Link to comment Share on other sites More sharing options...
Larry Cisar Posted February 15, 2011 at 01:38 AM Report Share Posted February 15, 2011 at 01:38 AM Hi, I hope to call on superior wisdom and experience of the panel.The background:A board meeting was held in January where a government representative presented allegations of wrongdoing conducted and/or condoned by our 501©(3) volunteer organization. The board had no knowledge of these allegations or concerns prior to the board meeting and were not prepared to respond. Our meetings, as a matter of course, are audio taped to assist the Secretary. Due to the serious nature of the allegations and innuendos presented by the government representative, a verbatim entry was entered into the draft minutes. Our board president, who is very new to this position and very well-intentioned, presented the draft minutes to the government representative to provide a chance for rebuttal prior to approval of the minutes.The government representative has submitted a written revision, copying the board secretary, modifying the statements made at the open board meeting with the strong request that the president amend the unapproved minutes to reflect the true intention of the statements. The rep also expressed strong concern that the statements were recorded verbatim and implied that civil rights were violated due to being recorded without prior knowledge or consent. The recording device was on the table in plain sight.The nitty-gritty:The board president has directed the secretary to withhold this information/explanation from the other board members. The president intends to amend/modify the draft minutes at the February meeting to reflect the revisions presented. Advice and counsel was provided to the president that this proposed action was in conflict with both the organizational by-laws as well as RONR.The board secretary has responded formally to the president that supressing the communication would violate the implicit and implied duties of office and has offered to update the board if the president does not feel comfortable with this task.What are the options available to the board and the organization? This has the potential to seriously disrupt the board functionality and composition.With advance thanks for assistance.The president does not control what is presented to the members unless your bylaws give him that right. The minutes are about what was done at the meeting. The secretary presents them to the body. The president has no right to pre-edit them.As to legal implications, ask an attorney. Link to comment Share on other sites More sharing options...
Guest Pat Posted February 15, 2011 at 02:13 AM Report Share Posted February 15, 2011 at 02:13 AM Thank you Larry.The allegations presented by the government official have since been negated through our internal documentation. The president had not shared the documentation with the board prior to the January meeting. The committee chairs kept all documentation regarding the allegations and have since provided this information to the board. My main concern was and is preserving the organizational structure as well as being able to cite the correct RONR opinion at the February 18 meeting. The government official has stated they will be present to refute their recorded statements. I know that the board has total control over approval of the minutes but I would like to be able to reassure the board members that they are acting in the correct and accepted manner without undermining the leadership of the president.Again, thank you. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 15, 2011 at 02:19 AM Report Share Posted February 15, 2011 at 02:19 AM The government official has stated they will be present to refute their recorded statements.Refuting their own statements? Boy, I'd buy a ticket to that show. Link to comment Share on other sites More sharing options...
Guest Pat Posted February 15, 2011 at 02:26 AM Report Share Posted February 15, 2011 at 02:26 AM I was also amazed that this was an option. I guess re-writing history is possible.Thank you. Link to comment Share on other sites More sharing options...
Josh Martin Posted February 15, 2011 at 06:27 AM Report Share Posted February 15, 2011 at 06:27 AM My main concern was and is preserving the organizational structure as well as being able to cite the correct RONR opinion at the February 18 meeting.The comments of the representative should not be included in the minutes. At most, the name of the speaker and the topic of his presentation should be included. Something like "Mr. X gave a presentation regarding alleged wrongdoing by the organization." (RONR, 10th ed., pg. 451, lines 25-28; pg. 454, lines 19-20) While it is ultimately up to the board to determine the content of the minutes, I think the board should listen to the President in this instance. If you want to keep a record of the remarks, keep it separate from the minutes. It seems there are also legal concerns, and you should consult a lawyer about that. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted February 15, 2011 at 12:31 PM Report Share Posted February 15, 2011 at 12:31 PM The nitty-gritty:The board president has directed the secretary to withhold this information/explanation from the other board members. The president intends to amend/modify the draft minutes at the February meeting to reflect the revisions presented. Advice and counsel was provided to the president that this proposed action was in conflict with both the organizational by-laws as well as RONR.The board secretary has responded formally to the president that supressing the communication would violate the implicit and implied duties of office and has offered to update the board if the president does not feel comfortable with this task.Presidents cannot give instructions to Secretaries.They can ask. And the secretary can say, "No."That is the real bottom line.Minutes belong to the body who generated the minutes.Minutes are not the play-thing of presidents. Link to comment Share on other sites More sharing options...
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