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minutes questions


Guest Pat

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Hello! I have two questions related to the minutes of a meeting.

1) In the draft that was distributed, the secretary put "the secretary had no problem with these changes." This was not in reference to a friendly amendment, but rather, just before it was noted a second and vote was taken. I find her statement problematical, since it implies that changes must be ok with her. Isn't it true that the secretary takes the minutes, but the body hss final say as to content?

2) Is it permitted to request that it something be noted in the minutes? Specifically, there will likely be a vote at an upcoming meeting where the minutes contain false statements made by the president, and I wish to register my disagreement with it, assuming the rest of the board is going to go along with her untruths. So, can I request that the minutes record my objection to the contents of the minutes, or the fact I voted against them, or something?

Thanks so much!

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"The record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes - particularly in legislative bodies - the journal . In an ordinary society, unless the minutes are to be published, they should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done. " RONR, p. 451

When they are presented for approval, move to strike anything that doesn't comply with this rule and your questions should be resolved.

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"The record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes - particularly in legislative bodies - the journal . In an ordinary society, unless the minutes are to be published, they should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done. " RONR, p. 451

When they are presented for approval, move to strike anything that doesn't comply with this rule and your questions should be resolved.

Hi George - this helps a lot - but just so I am clear - let's say for instance there is an agenda item "Ad Hoc Committee Report" and the chair does not come. Under the guidance above, would the minutes just reflect "no report was presented" or does it need to say "chair not present, no report given?"

And, as another for instance, under another agenda item under old business, on organizational transparency, which the president had taken under advisement from the previous meeting, she stated that (paraphrasing) "on the issue of the letter sent, it was confirmed that the letter was sent by another council regarding [name]." Can such a statement be stricken, when it is addressing an agenda item? And, if so, what is recorded in the minutes regarding that agenda item?

Thanks again!

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pat, forgive me if I'm inferring too much, but you seem to have a notion that for every agenda item, there must be a corresponding item in the minutes. If so, disavow yourself of that notion. let the minutes reflect what was done. If no report was given by the Marcel Marceau committee, say nothing of it in the minutes. If there were no fisticuffs, don't mention anything about them, or their absence.

I don't really follow your 2nd question about a remark stricken, but if the assembly took no action on a matter, it's probably appropriate nothing be said.

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pat, forgive me if I'm inferring too much, but you seem to have a notion that for every agenda item, there must be a corresponding item in the minutes. If so, disavow yourself of that notion. let the minutes reflect what was done. If no report was given by the Marcel Marceau committee, say nothing of it in the minutes. If there were no fisticuffs, don't mention anything about them, or their absence.

I don't really follow your 2nd question about a remark stricken, but if the assembly took no action on a matter, it's probably appropriate nothing be said.

Hi tctheatc! I'm afraid you found one of my many flaws - I am detail oriented, and if I ever take minutes, they are actually a transcript. These are not my minutes, however, and let me paste in the two areas that are of greatest concern to me:

"Ad-Hoc Committee on Growth: Since the committee is again a no-show, President X announced that they year is up and the committee is therefore disbanded."

"Organizational Transparency: - President X revisited the issue raised by Y and Z last month, and reported that she was assured by A, President of B, that no-one from our council contacted B, and further that it was a different Council who sent a letter of complaint to B regarding Z. Y moved that the Executive Committee not use Council Letterhead unless specifically directed to do so by the Delegates or by the Board of Directors. This motion was seconded, but did not pass."

If done correctly, what of these two parts would be in the minutes?

Thanks so much!!

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Moved by Y. and seconded "that the Executive Committee not use Council letterhead unless specifically directed to do so by the Delegates or the Board of Directors." Motion lost.

The first part about the president declaring a committee disbanded is questionable. Unless the president has to power to create/discharge ad hoc committees on his own authority, this action was not in order. Once a matter has been referred to an ad-hoc committee it takes action by the assembly that established the committee to discharge it of its duties. The president typically cannot do so alone, unless your bylaws so provide.

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Moved by Y. and seconded "that the Executive Committee not use Council letterhead unless specifically directed to do so by the Delegates or the Board of Directors." Motion lost.

The first part about the president declaring a committee disbanded is questionable. Unless the president has to power to create/discharge ad hoc committees on his own authority, this action was not in order. Once a matter has been referred to an ad-hoc committee it takes action by the assembly that established the committee to discharge it of its duties. The president typically cannot do so alone, unless your bylaws so provide.

Hi Gary! so, all the rest of the stuff should not even be there? We did recently change our bylaws:

"Section 5. Special committees may be appointed by the president when such committees are deemed necessary by the Executive Committee, the Board of Directors or by the general membership. The Executive Committee must notify the Delegates of the establishment, appointment and charge of special committees within 15 days of such establishment."

I think this gives her authority to disband? But, even if not, it is my understanding, maybe incorrectly, that Ad Hoc committees are short term, and expire when a new Board comes in (which happened in May). I believe that is what was going on there.

Thanks!!

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Isn't it true that the secretary takes the minutes, but the body hss final say as to content?

Yes.

2) Is it permitted to request that it something be noted in the minutes?

Yes, but such requests often should be denied.

So, can I request that the minutes record my objection to the contents of the minutes, or the fact I voted against them, or something?

You can make such a request, but in my opinion, the board should not grant it (unless there's more of a reason for the request than what you've mentioned).

Under the guidance above, would the minutes just reflect "no report was presented" or does it need to say "chair not present, no report given?"

If the committee does not give a report, the minutes should not say anything on the subject. The minutes are a record of what was done, not a record of what was not done. :)

Can such a statement be stricken, when it is addressing an agenda item?

Yes.

And, if so, what is recorded in the minutes regarding that agenda item?

Probably nothing, if all that happened on the agenda item was that the President made some statements.

Ad-Hoc Committee on Growth: Since the committee is again a no-show, President X announced that they year is up and the committee is therefore disbanded.

If this is for information only, strike the whole thing. If the President is disbanding the committee, strike everything before "President X." Whether the President has such authority is a separate issue.

"Organizational Transparency: - President X revisited the issue raised by Y and Z last month, and reported that she was assured by A, President of B, that no-one from our council contacted B, and further that it was a different Council who sent a letter of complaint to B regarding Z. Y moved that the Executive Committee not use Council Letterhead unless specifically directed to do so by the Delegates or by the Board of Directors. This motion was seconded, but did not pass."

Strike everything before "Y moved," and replace the last sentence with "The motion was defeated."

"Section 5. Special committees may be appointed by the president when such committees are deemed necessary by the Executive Committee, the Board of Directors or by the general membership. The Executive Committee must notify the Delegates of the establishment, appointment and charge of special committees within 15 days of such establishment."

I think this gives her authority to disband?

It's ultimately up to your organization to interpret its own Bylaws. I can see how it could be interpreted that the President creates committees (and can therefore disband them), but I can also see how it could be interpreted that the Executive Committee/Board of Directors/General Membership creates the committee and the President appoints it. In such a case, the President could not technically disband the committee, but she could remove all of its members.

But, even if not, it is my understanding, maybe incorrectly, that Ad Hoc committees are short term, and expire when a new Board comes in (which happened in May). I believe that is what was going on there.

It is correct that ad-hoc committees are short term, but it is not correct that they expire when new board members take office. A special committee continues to exist until it completes its task or it is discharged by the assembly or person that created it.

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"Section 5. Special committees may be appointed by the president when such committees are deemed necessary by the Executive Committee, the Board of Directors or by the general membership. The Executive Committee must notify the Delegates of the establishment, appointment and charge of special committees within 15 days of such establishment."

I think this gives her authority to disband? But, even if not, it is my understanding, maybe incorrectly, that Ad Hoc committees are short term, and expire when a new Board comes in (which happened in May). I believe that is what was going on there.

I don't believe it does. The power to "appoint" a committee means only to name its members. As noted, this is done when "deemed necessary" by the EC, the BoD or the Membership, but the President is notably absent from that list. In other words the president can appoint or dismiss members of a committee established by a motion of one of those other bodies, but cannot discharge the committee itself.

The term of Standing Committee members usually expires along with the officers, but this is not true in general of Special (ad hoc) committees. "The fact that an annual meeting intervenes does not discharge a special committee..." (RONR page 486, line 2) There are exceptions*, but in general a special committee exists until it rises and gives its final report. Or, the body that established it can Discharge it.

__________

* and to add to the confusion, that reference is reported to be slated for "clarification" in the next edition of RONR.

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Yes.

Yes, but such requests often should be denied.

You can make such a request, but in my opinion, the board should not grant it (unless there's more of a reason for the request than what you've mentioned).

If the committee does not give a report, the minutes should not say anything on the subject. The minutes are a record of what was done, not a record of what was not done. :)

Yes.

Probably nothing, if all that happened on the agenda item was that the President made some statements.

If this is for information only, strike the whole thing. If the President is disbanding the committee, strike everything before "President X." Whether the President has such authority is a separate issue.

Strike everything before "Y moved," and replace the last sentence with "The motion was defeated."

It's ultimately up to your organization to interpret its own Bylaws. I can see how it could be interpreted that the President creates committees (and can therefore disband them), but I can also see how it could be interpreted that the Executive Committee/Board of Directors/General Membership creates the committee and the President appoints it. In such a case, the President could not technically disband the committee, but she could remove all of its members.

It is correct that ad-hoc committees are short term, but it is not correct that they expire when new board members take office. A special committee continues to exist until it completes its task or it is discharged by the assembly or person that created it.

Wow, Josh - thanks so much! Interestingly enough, we do not seem to distinguish between establishing and appointing a committee, but I see that there is a difference. However, that was not the intention of the Board when we wrote proposed amendments to the bylaws and put that authority in.

But, I must choose my battles, and that is not the one I want to engage in. I am mostly interested in not letting the apparent smear campaign against certain folks via these minutes. So, all the responses today, including yours, have been so extremely helpful in giving me a justifiable way to object to the contents, without having to resort to a request for noting my objection.

I am so very grateful this forum exists!!

Thank you all so very much!!

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Interestingly enough, we do not seem to distinguish between establishing and appointing a committee, but I see that there is a difference. However, that was not the intention of the Board when we wrote proposed amendments to the bylaws and put that authority in.

Then that's the interpretation that matters. Ultimately, your organization interprets the meaning of its own bylaws.

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What is the status of motions passed in minutes that are not approved?

No different then they are if the minutes were approved. In other words the approval of minutes in no shape or form make adopted (or defeated) motions any more or less valid. The purpose of having minutes is so there is a record of what was done at a meeting not to validate what was done.

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