MINUTES: President vs. Secretary

[Guest Andrea D. Smith]

I am involved, and have been involved with, quite a few non-profit organizations. I'm currently president of one and secretary of another. This topic regards my secretarial position. I have just sent the minutes from our October meeting to our president for review. There are two items she wants me to edit (and essentially omit) that I sincerely do not agree with. I feel the minutes should accurately reflect what happens in a meeting. She says she made the changes per Robert's Rules of Order, but I feel she wants to make it look like the meeting happened differently than the way it actually did. I recorded the actions because they are a major change in the way this organization typically handles these particular types of business. I feel it's important that the way it happened be recorded correctly.

One change regards nominations. The Nominating Committee presented a slate of officers for approval by the body. Then, the president took over and asked if there were any nominations from the floor for the position of president (this begins the part that is inconsistent with the organization's typical way of handling nominations). She then closed the nominations for the position and proceeded to do the same for all other positions on the slate. I stated these actions she took in the minutes. I also think it was rather unethical that she opened up the floor for nominations for her own position. She wants me to omit the fact that she did them. I think it's important to note that, especially because it is such a break from the norm for the organization.

The second change I take issue with regards our budget. The treasurer presented the various budgets up for approval. However, the body is normally given a hard copy of the budgets to review (this organization is fairly large with over 120 members and over 60 typically showing up at meetings). This time, the treasurer reviewed it via projector - which I notated. I felt that was important, again, as it was a critical break from the norm and I know that the majority of the people present could not easily read the screen from a distance. She wants me to omit the fact that it was presented via projector.

Granted, I am not a "seasoned" secretary - I've been in this position for 2 years with no formal training, but I am familiar with the basics of Robert's Rules of Order and I do pride myself on consistency and accuracy. As president of another organization, and this may be just a difference in management styles, but I would never ask my secretary to omit something if it reads the way it actually happened. Would like to hear your feedback on this subject.

[Gary Novosielski]

Based on your comments above the president appears to have acted properly, according to RONR. None of your objections appear to be well founded.

...except for one objection which you did NOT raise, and that is that the president does not have the right to "edit" minutes in the first place, and you had no obligation to send them to the president for review, according to RONR.

However, when your minutes are read at the next meeting they should be corrected to remove the extraneous material which you seem so fond of, but which does not really belong in the minutes.

The president acted properly by opening the floor to nominations for all open positions, including her own. There is nothing unethical about it, in fact it is expressly the way RONR says this should be handled. There is no need for the minutes to state by name who presided over nominations, as this is normally phrased in the passive voice, but the presumption would be it was done by the chair, in accordance with the rules.

The point about the use of a projector is just silly and does not belong in the minutes at all.

[Rev Ed]

There is nothing wrong with how the President handled the nominations. However, the Minutes do not have to specify that nominations were closed for each position unless a motion was made to close nominations. The Minutes need only mention who was nominated and who was elected.

If you did not like how the Treasurer made his report (the proposed budget is just a recommendation by the Treasurer until it is adopted by the group) but if the rest of the group was okay then there was nothing wrong. And other members may have preferred the way it was handled instead of numbers on a piece of paper (not everyone is good with numbers anyway.) Prior to the Treasurer presenting the Budget next year, you could make a motion at a prior meeting that the Treasurer provides a hardcopy version, if only for it to be filed with the organization's other documents.

[Tim Wynn]

I am involved, and have been involved with, quite a few non-profit organizations. I'm currently president of one and secretary of another. This topic regards my secretarial position. I have just sent the minutes from our October meeting to our president for review. There are two items she wants me to edit (and essentially omit) that I sincerely do not agree with. I feel the minutes should accurately reflect what happens in a meeting. She says she made the changes per Robert's Rules of Order, but I feel she wants to make it look like the meeting happened differently than the way it actually did. I recorded the actions because they are a major change in the way this organization typically handles these particular types of business. I feel it's important that the way it happened be recorded correctly.

One change regards nominations. The Nominating Committee presented a slate of officers for approval by the body. Then, the president took over and asked if there were any nominations from the floor for the position of president (this begins the part that is inconsistent with the organization's typical way of handling nominations). She then closed the nominations for the position and proceeded to do the same for all other positions on the slate. I stated these actions she took in the minutes. I also think it was rather unethical that she opened up the floor for nominations for her own position. She wants me to omit the fact that she did them. I think it's important to note that, especially because it is such a break from the norm for the organization.

The second change I take issue with regards our budget. The treasurer presented the various budgets up for approval. However, the body is normally given a hard copy of the budgets to review (this organization is fairly large with over 120 members and over 60 typically showing up at meetings). This time, the treasurer reviewed it via projector - which I notated. I felt that was important, again, as it was a critical break from the norm and I know that the majority of the people present could not easily read the screen from a distance. She wants me to omit the fact that it was presented via projector.

Granted, I am not a "seasoned" secretary - I've been in this position for 2 years with no formal training, but I am familiar with the basics of Robert's Rules of Order and I do pride myself on consistency and accuracy. As president of another organization, and this may be just a difference in management styles, but I would never ask my secretary to omit something if it reads the way it actually happened. Would like to hear your feedback on this subject.

The president's handling of the nominations, from what you posted, wa not unethical; it was proper.

I don't see any cause for including the projector.

In any event, as secretary, you are responsible for the content of the DRAFT, but the assembly is in charge of the content of the minutes, which is perfected by members offering corrections.

[MissADS08]

There is nothing wrong with how the President handled the nominations. However, the Minutes do not have to specify that nominations were closed for each position unless a motion was made to close nominations. The Minutes need only mention who was nominated and who was elected.

If you did not like how the Treasurer made his report (the proposed budget is just a recommendation by the Treasurer until it is adopted by the group) but if the rest of the group was okay then there was nothing wrong. And other members may have preferred the way it was handled instead of numbers on a piece of paper (not everyone is good with numbers anyway.) Prior to the Treasurer presenting the Budget next year, you could make a motion at a prior meeting that the Treasurer provides a hardcopy version, if only for it to be filed with the organization's other documents.

The point is, I am very aware that several members of the group did have a problem with the budget being presented via projector (due to it not being easily readable by all). I'm also aware that several members did not agree with the way nominations were handled. Accordingly to several people here, she was RONR-correct in the way she handled nominations but was not received well since it was against custom.

Also, what can I do if she insists that her corrections be made before the minutes are distributed (which we do via e-mail)?

[MissADS08]

...except for one objection which you did NOT raise, and that is that the president does not have the right to "edit" minutes in the first place, and you had no obligation to send them to the president for review, according to RONR.

Thanks for your kind corrections. The secretary sending the minutes to the president and other officers (assistant secretary, etc.) for review is the custom of the organization. So you're saying, technically, no one should review the minutes before they're sent out and all corrections should be made by the body...correct?

[Chris Harrison]

Also, what can I do if she insists that her corrections be made before the minutes are distributed (which we do via e-mail)?

I think Nancy Reagan said it best, "Just say no."

[Chris Harrison]

So you're saying, technically, no one should review the minutes before they're sent out and all corrections should be made by the body...correct?

Correct.

[Guest Edgar]

So you're saying, technically, no one should review the minutes before they're sent out and all corrections should be made by the body...correct?

While it's not uncommon for a copy of the draft minutes to be sent to all members (to expedite their approval at the next regular meeting), it's not required. Nor does any member have a right to make corrections.

[Gary Novosielski]

The point is, I am very aware that several members of the group did have a problem with the budget being presented via projector (due to it not being easily readable by all). I'm also aware that several members did not agree with the way nominations were handled. Accordingly to several people here, she was RONR-correct in the way she handled nominations but was not received well since it was against custom.

Also, what can I do if she insists that her corrections be made before the minutes are distributed (which we do via e-mail)?

Well, if they had a problem reading the projector, they should have raised a point of privilege at the time.

In any case, the minutes are a record of what was done at the meeting, and NOT how well-received things were, or were not.

Where there is ink on the pages of the bylaws, or the parliamentary authority, there custom falls to the ground.

If she insists that her corrections be made before the minutes are distributed, ask her under what authority she claims that power. It is not in RONR.

But any member has the authority to make corrections to the minutes at the next meeting when they are considered for approval. And knowing what you now know, you may wish to make those corrections in advance of the meeting.

[MissADS08]

The point about the use of a projector is just silly and does not belong in the minutes at all.

I realize you don't understand this, but the projector is significant because typically the budget is given out at the meeting in hard-copy form and all members are given a few minutes to review it as the treasurer is going over changes to the budget, etc. Because it wasn't done this way this year, it was extremely difficult for members to ask questions about it/study it properly since it wasn't easily legible. Additionally, it was "glossed over" fairly quickly, and typically the budget is a heavily debated subject. Perhaps the answer should have been an objection to the form of presentation.

[MissADS08]

Good points...thank you for your help @Gary and others...

[Sean Hunt]

The point is, I am very aware that several members of the group did have a problem with the budget being presented via projector (due to it not being easily readable by all).

Any member has the right to demand that a motion before the assembly be read aloud. If a member raised a Point of Order or a Question of Privilege, then this should be recorded in the minutes. If there was just grumbling, it did not formally get raised to the assembly, so it should not be in the minutes.

I'm also aware that several members did not agree with the way nominations were handled. Accordingly to several people here, she was RONR-correct in the way she handled nominations but was not received well since it was against custom.

Then the members should look to adopt rules to change the nomination process. No member has a right to object to the rules being followed, even when this is in violation of custom (see RONR p. 19). The President, as a member of the assembly, has the same right as any other member to demand that the rules be followed. Again, if a Point of Order was raised on the matter, then this should be recorded.

Also, what can I do if she insists that her corrections be made before the minutes are distributed (which we do via e-mail)?

Thanks for your kind corrections. The secretary sending the minutes to the president and other officers (assistant secretary, etc.) for review is the custom of the organization. So you're saying, technically, no one should review the minutes before they're sent out and all corrections should be made by the body...correct?

Sending them out for review is often a good idea, but it is not a requirement. If someone is trying to manipulate the contents of the minutes, then you can refuse to provide them before the meeting. You are free to not provide the minutes until the meeting, at which point the normal process of resolving disputes by vote can be used.

[MissADS08]

Sending them out for review is often a good idea, but it is not a requirement. If someone is trying to manipulate the contents of the minutes, then you can refuse to provide them before the meeting. You are free to not provide the minutes until the meeting, at which point the normal process of resolving disputes by vote can be used.

Thank you for the points. Especially this one. I'd hate to pull that card, as it can be viewed as being uncooperative. Question: can the president decline to have the minutes disbursed via e-mail? The officer who typically sends out the newsletter also sends out the minutes and any other documents for review prior to the meeting. Can I request that she send the minutes on to the body with or without the president's pre-approval?

[Chris Harrison]

Nothing in RONR give the President the authority to order or decline to have the minutes sent out by email. While there is no requirement under RONR for the minutes to be sent out prior to the meeting if it is the custom of the organization to do so then it is the custom until the members decide to change it. The President has no more and no less rights (under RONR) then any other single member to dictate what the organization does or does not do.

[Gary Novosielski]

Question: can the president decline to have the minutes disbursed via e-mail?

The answer to nearly every question that starts with "Can the president..." will be the same: "No. The president has no special powers or executive duties that derive from RONR, except those that relate to presiding over meetings."

Apart from that, the president has no more power or authority than any other member. Even when ruling on points of order or parliamentary law, the president's rulings can nearly always be overturned on appeal by a majority of the assembly.

Decisions on what to do, when to do it, and what rules to do it by, are made by the group as a whole, operating as a deliberative assembly, within the context of a properly called meeting at which a quorum is present.

So any executive powers that your president may have, outside of the context of a meeting, would have to be contained somewhere in your bylaws, because if they're not there, they don't exist.