Minutes of Board Meeting.

[Guest Lisa]

A question regarding the minutes of a Board of a national club. The Board meets generally by phone. The minutes consist of report of treasurer, committees, etc. Otherwise mainly reported are the Motions made and votes. The minutes are published in the Club newsletter. A question has come up regarding whether the minutes should also include everyone's opinion and discussion as in Roberts newly revised page 458. To me this sounds more like the minutes for a meeting of the general membership. I'd appreciate any comments.

[tctheatc]

A question has come up regarding whether the minutes should also include everyone's opinion and discussion as in Roberts newly revised page 458.

I don't see that on p458. Line 32 on that page details that it is the secretary's job to keep a record of "all the proceedings of the organization" but not opinions and discussion. Generally speaking, minutes are a record of what was done, not what was said. That is what should be kept as the minutes. Whether the organization in question is the board or the general membership is immaterial; whichever group is meeting, the record of what was done at the meeting (the minutes) should be recorded and kept.

[jstackpo]

I think you may be misreading p. 458 -- "a record of all the proceedings..." does not mean a record of what everybody said, &c. (a probably impossible task, anyway) but it means a record of motions made and what happened to the motions - adopted, defeated, postponed, whatever - i.e., what the association proceeded to do with the motions. But NOT the debate.

See p. 468 ff. for lists of what does belong in minutes.

[Guest Nancy N.]

Or -- more likely, I think -- Guest Lisa is looking at p. 458 in the 10th Edition, now almost ten months out of date, which talks about minutes that are to be published.

G-Lisa, is that is?

One other thought, Guest_Lisa ... do the bylaws authorize meeting by phone?

[Guest LisaMHEzg6]

Thank you all, you are absolutely right. The person who brought this up re the minutes was quoting 10. I do not yet have 11. Would the form of the minutes still be the same? I mean motions made and the result of the motions? This person keeps saying that if the minutes are to be published, which they are in our club publication that the discussions should be included. And yes our By-Laws allow meeting by phone since the Board members are throughout the country.

[Guest Edgar]

This person keeps saying that if the minutes are to be published, which they are in our club publication that the discussions should be included.

That is not what RONR meant by "published" (in the 10th) and the 11th edition (pp.475-476) clarifies (or makes clear for the first time) the distinction between the minutes (whose essential form and content remains unchanged in the new edition) and the "proceedings" of a society which would include a much more extensive record of all that transpired at a meeting

[Rev Ed]

Would the form of the minutes still be the same? I mean motions made and the result of the motions?

Yes, what the Minutes contain is all that is required by RONR - basically what happend - no discussions or opinions.

This person keeps saying that if the minutes are to be published, which they are in our club publication that the discussions should be included.

For some organizations, where the general membership will be able to see the Minutes (either because they are published or because the members have the right to request copies) then some organizations create a Standing Rule requiring a brief statement about a decision such as: "On a motion by Joe Smith, the Board passed the following motion: 'That the clubhouse roof be replaced at a cost of $20,000.' The current roof is 20 years old, and complaints about leaks have been reported." The last sentence (in italics) would not normally be required under RONR, but might help 'oustiders' reading the Minutes to know why the decision was made.

[Steven Britton]

Hi Lisa:

The corresponding section in the 11th edition of Robert's is located on pp. 475-476.

It's my understanding that this section would generally apply to "committee hearings" and at local governmental meetings that provide for a time for "public comment" periods as part of their proceedings; but, normally not to the actual "debate" at regular or special board meetings or at an annual membership meetings of an organization. One reason for this is that when you go to approve the minutes, you won't have a discussion about "who" said "what" and "how" they said it. As "TC" wrote, this would be immaterial even if your board "publishes" its minutes in their newsletter or magazine.

Also on p. 468 (line 18), Robert's specifies that the "The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done."