Minutes - support for changes

[MAM]

I am the secretary for a five-person board of directors which is split along the lines of old guard(3)/new upstarts(2). Thus, the old guard can pass whatever motions they want because they have a majority.

Background:

Two of the old guard were recently re-elected in an invalid election (this is not contested) and do not want to hold another election. The constituents want another election and four of them wrote letters to the board asking that another election be held. The Board asked the corporation lawyer for a decision about the validity of the election and the status of the two controversial board members. All communications with the lawyer are through a third party, so we do not know exactly what information the lawyer received, except that the draft minutes of the meeting where the election occurred were included (these minutes were taken by an employee of the third party). The problem is that the draft minutes from that meeting omit some facts that I thought could influence the lawyer's decision. I included this information in my comments on the minutes, but these comments were not forwarded to the lawyer. The lawyer's decision states that even though the election was invalid the results stand (thanks to the voters' lack of knowledge of Robert's Rules).

At the last board of directors meeting. when the discussion about whether or not to accept the lawyer's decision began, I stated that I wanted to speak to the lawyer directly, to find out what information she received and whether or not additional information would have any effect on the decision. In the middle of the discussion the president (one of the contested directors) stated that she did not believe that the decision would have changed, and made a motion to accept the lawyer's decision. Another old guard seconded, and the three voted in favour. Motion passed.

The problem:

When I wrote up the draft minutes, I wrote that the president stopped the discussion by calling for a vote to accept the lawyer's letter. Then I recorded the motion.

I received a few corrections to the draft minutes, and the one I am concerned about is where the president(P) claims that she did not curtail the debate. The other upstart claimed that P did in fact curtail the debate.

Each of the other old guard commented by saying simply "I agree with P".

My question: Is "I agree with P" enough to justify changing the minutes? Some publications advise the secretary to review the other members' notes when there is a disagreement, and makes the appropriate changes. This makes sense to me, but I would appreciate some expert advice.

[Tim Wynn]

I am the secretary for a five-person board of directors which is split along the lines of old guard(3)/new upstarts(2). Thus, the old guard can pass whatever motions they want because they have a majority.

Background:

Two of the old guard were recently re-elected in an invalid election (this is not contested) and do not want to hold another election. The constituents want another election and four of them wrote letters to the board asking that another election be held. The Board asked the corporation lawyer for a decision about the validity of the election and the status of the two controversial board members. All communications with the lawyer are through a third party, so we do not know exactly what information the lawyer received, except that the draft minutes of the meeting where the election occurred were included (these minutes were taken by an employee of the third party). The problem is that the draft minutes from that meeting omit some facts that I thought could influence the lawyer's decision. I included this information in my comments on the minutes, but these comments were not forwarded to the lawyer. The lawyer's decision states that even though the election was invalid the results stand (thanks to the voters' lack of knowledge of Robert's Rules).

At the last board of directors meeting. when the discussion about whether or not to accept the lawyer's decision began, I stated that I wanted to speak to the lawyer directly, to find out what information she received and whether or not additional information would have any effect on the decision. In the middle of the discussion the president (one of the contested directors) stated that she did not believe that the decision would have changed, and made a motion to accept the lawyer's decision. Another old guard seconded, and the three voted in favour. Motion passed.

The problem:

When I wrote up the draft minutes, I wrote that the president stopped the discussion by calling for a vote to accept the lawyer's letter. Then I recorded the motion.

I received a few corrections to the draft minutes, and the one I am concerned about is where the president(P) claims that she did not curtail the debate. The other upstart claimed that P did in fact curtail the debate.

Each of the other old guard commented by saying simply "I agree with P".

My question: Is "I agree with P" enough to justify changing the minutes? Some publications advise the secretary to review the other members' notes when there is a disagreement, and makes the appropriate changes. This makes sense to me, but I would appreciate some expert advice.

The secretary is in charge of the content of his DRAFT of the minutes. But when the board's minutes are being approved, the board decides on the corrections.

[tctheatc]

"The president curtailed discussion and called for a vote" may very well not belong in the minutes anyway. Stopping debate is a decision reserved generally for the assembly. If there was a desire to continue debate, and nobody objected when a vote was called for, well... The time to say something is when the rules are violated (if they were)