Recording Negative Votes

[Guest Nancy Heidelberg]

At a recent board meeting, our Directors voted by roll call, which is required by policy when any participating director is doing so via phone.

Our policy also says that any Director who desires his negative vote to be documented in the minutes must specifically request it.

One director voted no on the roll call vote but made no request for the vote to be recorded in the mintues. Now, a month later and after reviewing the draft minutes, he has requested his no vote be recorded. My question is can he do this at this time?

If he is allowed to make this request at this date, what is the process to reopen matter? Thank you

[Guest Edgar]

Our policy also says that any Director who desires his negative vote to be documented in the minutes must specifically request it.

A roll call vote means that every (present) member's vote is recorded.

[David A Foulkes]

A roll call vote means that every (present) member's vote is recorded.

And for a reference for this, see RONR (11th Ed.) p. 422 ll. 9-11.

[Trina]

A roll call vote has the 'effect of placing on the record how each member or, sometimes each delegation, votes' (RONR 11th ed. p. 420 ll. 2-4).

So, it seems that everyone's vote should already be documented (in the minutes, which form the record of the organization). What does your organization mean by 'roll call vote' -- is the record only kept long enough to tally the votes? And, if so, is this alternate procedure specified in the bylaws?

[Tim Wynn]

At a recent board meeting, our Directors voted by roll call, which is required by policy when any participating director is doing so via phone.

Our policy also says that any Director who desires his negative vote to be documented in the minutes must specifically request it.

One director voted no on the roll call vote but made no request for the vote to be recorded in the mintues. Now, a month later and after reviewing the draft minutes, he has requested his no vote be recorded. My question is can he do this at this time?

If he is allowed to make this request at this date, what is the process to reopen matter? Thank you

These are rules specific to your organization, and they are not found in RONR. Your organization will have to decide the meaning of such rules.

However, you have not posted anything here that alludes to the fact that there is a time restriction on making such a request.

[Gary Novosielski]

At a recent board meeting, our Directors voted by roll call, which is required by policy when any participating director is doing so via phone.

Our policy also says that any Director who desires his negative vote to be documented in the minutes must specifically request it.

One director voted no on the roll call vote but made no request for the vote to be recorded in the mintues. Now, a month later and after reviewing the draft minutes, he has requested his no vote be recorded. My question is can he do this at this time?

If he is allowed to make this request at this date, what is the process to reopen matter? Thank you

A roll call vote would require that every vote, affirmative as well as negative, would be recorded, so no request should even be necessary as the minutes will already record how each member voted.

[Weldon Merritt]

. . . the minutes will already record how each member voted.

More accurately, the Minutes should record how each member voted. Apparently that is not what was done, at least for the draft minutes of this meeting. But since the minutes have not yet been approved, they should be corrected to reflect all of the votes.

Edited to correct spelling of "minutes."

[Josh Martin]

At a recent board meeting, our Directors voted by roll call, which is required by policy when any participating director is doing so via phone.

Our policy also says that any Director who desires his negative vote to be documented in the minutes must specifically request it.

One director voted no on the roll call vote but made no request for the vote to be recorded in the mintues. Now, a month later and after reviewing the draft minutes, he has requested his no vote be recorded. My question is can he do this at this time?

If he is allowed to make this request at this date, what is the process to reopen matter?

So far as RONR is concerned, all votes (positive or negative) should be recorded in a roll call vote, whether the members request it or not. If your organization has customized rules on this matter (and I would note that the rules described would need to be at least on the level of special rules of order), it is up to your organization to interpret those rules.

What does your organization mean by 'roll call vote' -- is the record only kept long enough to tally the votes?

This certainly does seem to be a possibility, given that the purpose of the vote appears to be to verify the votes of members voting by phone rather than to force the majority to go on record. I've seen such procedures in assemblies using teleconferences before, since methods such as a rising vote are not possible over the phone.

And, if so, is this alternate procedure specified in the bylaws?

I would think a special rule of order would be sufficient.

[Weldon Merritt]

And even more accurately, so should the minutes.

Oops! Thanks for the correction (which I have now made).