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Alleged error in adopted minutes


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Guest Notforprofit_club-member

I am a member of a not-for-profit organization whose by-laws require that it follow Roberts Rules. The Board meets once a month. A few months ago the minutes said that the Board decided to appoint a committee to perform X task. The following month said minutes were adopted as published.

The president is now saying that his recollection and notes from that meeting are that the Board only decided to investigate the possibility of doing X task - that it didn't decide to actually do so. When the wording of the minutes was pointed out to him, he claimed that the minutes can't make the Board do anything.

Can the Board go back and amend the minutes? What would be the procedure?

I would think that the minutes should be construed as correct, and if the President wants to change things he would now have to move to rescind the prior decision(?)

Also, does RR have a mechanism to force a Board to take an action it decided upon?

Thanks in advance to any expert who will help me out with these questions. I would appreciate citations to help me learn to analyze this type of situation myself.

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Yukk. To an extent this is an issue involving common sense, the nature of reality, common sense, epistemology, common sense, some parliamentary principles, common sense, and one or two other things that may occur to me or someone else later on.

The minutes are the formal, official record of the proceedings of the organization (Robert's Rules of Order Newly Revised, which is abbreviated RONR, 11th Edition, which is abbreviated Eleventh Edition, published a few weeks ago in Philadelphia or Florida or some other allegedly English-speaking country, p. 468). "... the exaact wording the chair uses in putting the question [to a vote] is definitive, and the wording in the minutes should be the same (p. 44, lines 22 - 24)." So what happened at the meeting is what the minutes say happened. The president's memory and notes are not the official record: the minutes are, and whatever the president says he thinks happened yields to what the minutes say. If he, like anyone else, thinks the minutes contain an error, he can propose a correction, by the motion to Amend Something Previously Adopted (p. 475, lines 18 - 24), and if he can get enough of the other members to agree with him, then the official record of what happened gets corrected. Otherwise, how can he have a kick?

Alternatively, he can acknowledge that the minutes are accurate and propose rescinding the action, or amending it. In the meantime, though, since the record says that the board decided to appoint a committee to do a job, the board should simply up and appoint the committee, and the committee should simply up and do the job.

A mechanism to force the board? -- to do what it wants done? I don't follow ... But sure, disciplinary procedures (or the threat of them -- Chapter Twenty in RONR, 11th Ed, abbreviated XX just to annoy me) could compel the board (or anyone) to do what it is obliged to do. At the second-most extreme, the board members could be removed from office, and more responsible members elected. (The first-most extremity is the Executive Crocodile-Feeding Committee, whose membership has a very frequent turnover.)

Perhaps an expert will come along and help you out, but at 3 AM Western Atlantic Time, you have to make do with me.

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