Minutes Kept in Electronic Format

[Larry Cisar]

Referring to page 459 ll. 13-17, without putting anything in the bylaws, may an organization have as its official minutes book an electronic format?

[jstackpo]

P. 458, l. 20, would also say "No", although only with a "should".

I'd think a Standing Rule would be enough to legitimize the (all but universal now?) practice. Sounds "administrative" to me.

[David A Foulkes]

P. 458, l. 20, would also say "No", although only with a "should".

Not in my book. You have the Deluxe Edition, also?

[Tim Wynn]

Not in my book. You have the Deluxe Edition, also?

You mean you don't see how the vp being the logical nominee for president would preclude the minutes from being kept in electronic format? C'mon, David! Get with it.

[Tim Wynn]

For my two cents, I would suggest that, if minutes are to be kept electronically, the secretary should print them, sign them with an actual pen, and scan them into them into the electronic world as a file that cannot be easily changed.

Why he would not file the actual physical signed document with the rest of his records is beyond me... but I'm going past my two cents, here.

[jstackpo]

Not in my book. You have the Deluxe Edition, also?

OK,OK , 486, all right?

Sheesh...

[Burke Balch]

OK,OK , 486, all right?

No.

[Trina]

Are we talking about the 'substantial book or binder' reference? That would go with the line 20 reference in Mr. Stackpole's first post above (found on p. 468 in my non-Deluxe version of the 11th).

As a secretary, I find that people still hand me a lot of paper documents to store, and I don't have the ambition to scan them in and convert everything to electronic form. Even if I did scan them in, I still wouldn't feel I had the authority to get rid of the originals entrusted to me.

Mr. Cisar, were you asking only about the minutes themselves, or about all records (since the p. 459 citation mentions 'record books'). Even if the minutes themselves are generated electronically (as is true in the organizations I'm familiar with), wouldn't the secretary need additional authorization to scan in other hard copy documents (e.g. reports handed to him/her by other members), and (presumably) to not carefully keep, or even to destroy the hard copy documents after they are converted to electronic form?

[Larry Cisar]

As a secretary, I find that people still hand me a lot of paper documents to store, and I don't have the ambition to scan them in and convert everything to electronic form. Even if I did scan them in, I still wouldn't feel I had the authority to get rid of the originals entrusted to me.

Mr. Cisar, were you asking only about the minutes themselves, or about all records (since the p. 459 citation mentions 'record books'). Even if the minutes themselves are generated electronically (as is true in the organizations I'm familiar with), wouldn't the secretary need additional authorization to scan in other hard copy documents (e.g. reports handed to him/her by other members), and (presumably) to not carefully keep, or even to destroy the hard copy documents after they are converted to electronic form?

My question was "Does this authorization have to be in the bylaws or can it just be done by a standing rule?".

[Josh Martin]

My question was "Does this authorization have to be in the bylaws or can it just be done by a standing rule?".

A standing rule would certainly be sufficient.

[Rev Ed]

For my two cents, I would suggest that, if minutes are to be kept electronically, the secretary should print them, sign them with an actual pen, and scan them into them into the electronic world as a file that cannot be easily changed.

Why he would not file the actual physical signed document with the rest of his records is beyond me... but I'm going past my two cents, here.

I would concur with this.

[BryanSullo]

Printed minutes, complete with the secretary's signature, provide a modest level of non-repudiation. (It's not trivial to modify a printed and signed document.) I would think any digital system used for this purpose should provide the same or better level of non-repudiation (using a digital signature, or the like) to comply.

(Being in the IT field, I'll stick with the pen and paper, thank you.)

[Trina]

My question was "Does this authorization have to be in the bylaws or can it just be done by a standing rule?".

Hmmm, I guess the question was quite clear ... if I had just gone back and read the first post again carefully . Sorry for going off on a tangent.

However, I still think there is an interesting question out on that tangent, and that is a question about the existing records of the organization. Switching to an electronic format for future minutes, or other records (or, just starting out with electronic format, in the case of a new organization) is one thing, and it appears that can be done by adopting a standing rule.

If an organization wanted to get rid of its existing hard copy records, and only keep an electronic version, would that take a higher vote margin (would one essentially have to rescind the earlier decision of the organization to keep its records in a 'substantial book or binder')?

[David A Foulkes]

If an organization wanted to get rid of its existing hard copy records, and only keep an electronic version, would that take a higher vote margin (would one essentially have to rescind the earlier decision of the organization to keep its records in a 'substantial book or binder')?

But where is this "decision" to keep records in a substantial book or binder? If it's only the recommendation (i.e. should be kept in ~) in RONR as the adopted PA, it doesn't seem like there's any need to rescind anything. The proper adoption of any appropriate rule (standing, special rule of order, or bylaw) according to the proper voting threshold would create the necessary rule to override what's found in RONR without need of rescinding it (the rule in RONR), wouldn't it?

I'd guess that a standing rule that "all minutes be kept in electronic format" would cover those still on paper, and that a main motion directing someone (the Secretary?) to convert all those "old" minutes into digital format would take care of that.

[Josh Martin]

If an organization wanted to get rid of its existing hard copy records, and only keep an electronic version, would that take a higher vote margin (would one essentially have to rescind the earlier decision of the organization to keep its records in a 'substantial book or binder')?

Well, this presupposes that the organization has made such a decision. If it has (which is possible - some organizations have record retention policies), then the earlier rule would need to be rescinded or amended. Otherwise, a standing rule is sufficient.