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Counted votes in minutes


Bruce Lages

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RONR says on p. 469 that all main motions are to be included in the minutes, and says additionally on p. 470 that when a count has been ordered the number of votes on each side should be entered in the minutes. My understanding is that motions to amend a main motion are not typically recorded in the minutes, with the adoption of an amendment being stated as "the motion to ... was adopted after amendment".

If motions to amend a main motion are voted using a counted vote, does this imply that the wording of the amendment, together with the number of votes on each side of the counted vote, should now be recorded in the minutes?

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RONR says on p. 469 that all main motions are to be included in the minutes, and says additionally on p. 470 that when a count has been ordered the number of votes on each side should be entered in the minutes. My understanding is that motions to amend a main motion are not typically recorded in the minutes, with the adoption of an amendment being stated as "the motion to ... was adopted after amendment".

If motions to amend a main motion are voted using a counted vote, does this imply that the wording of the amendment, together with the number of votes on each side of the counted vote, should now be recorded in the minutes?

Yes, I think so.

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  • 4 weeks later...

RONR says [...] on p. 470 that when a count has been ordered the number of votes on each side should be entered in the minutes.

The RONR wording is: "When a count has been ordered or the vote is by ballot, the number of votes on each side should be entered."

RONR p. 281 says: "If it appears to the chair, when those in the affirmative rise, that the vote will be close, he can count the vote or order it to be counted."

My question is: Does the p. 470 "been ordered" term include when the chair counts the vote himself rather than ordering it to be counted?

I'm inclined to think that in a small meeting, the chair may count to himself but not announce the count, and in such a case no count is entered in the minutes; but if the chair announces the count then it is to be recorded, despite not having been "ordered."

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The RONR wording is: "When a count has been ordered or the vote is by ballot, the number of votes on each side should be entered."

RONR p. 281 says: "If it appears to the chair, when those in the affirmative rise, that the vote will be close, he can count the vote or order it to be counted."

My question is: Does the p. 470 "been ordered" term include when the chair counts the vote himself rather than ordering it to be counted?

I'm inclined to think that in a small meeting, the chair may count to himself but not announce the count, and in such a case no count is entered in the minutes; but if the chair announces the count then it is to be recorded, despite not having been "ordered."

Yes to your question, and one would hope the chair wouldn't make the mistake of not announcing the count no matter how it's ordered (p. 48 #1 and p. 50, bullet 3).

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  • 11 months later...

RONR says on p. 469 that all main motions are to be included in the minutes, and says additionally on p. 470 that when a count has been ordered the number of votes on each side should be entered in the minutes. My understanding is that motions to amend a main motion are not typically recorded in the minutes, with the adoption of an amendment being stated as "the motion to ... was adopted after amendment".

 

Should/can you record the name of Directors who wish to have their votes known? I.e., if a motion carries that they voted against and they ask to be identified as a no vote...

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Should/can you record the name of Directors who wish to have their votes known? I.e., if a motion carries that they voted against and they ask to be identified as a no vote...

 

Should their votes be recorded in the Minutes?  No.

 

Can their votes be recorded in the Minutes? Yes, if approved by a majority of directors.  Although there is no practical reason to refuse the request.  Although the proper way is to handle the issue through a recorded vote.

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Should/can you record the name of Directors who wish to have their votes known? I.e., if a motion carries that they voted against and they ask to be identified as a no vote...

 

The board can grant the request to record the votes, by majority vote. RONR doesn't address whether the board should grant such a request.

 

Personally, I would say "no" unless the member can provide some compelling reason why his vote should be recorded.

 

Should their votes be recorded in the Minutes?  No.

 

Can their votes be recorded in the Minutes? Yes, if approved by a majority of directors.  Although there is no practical reason to refuse the request.  Although the proper way is to handle the issue through a recorded vote.

 

I don't understand how it is that the votes should not be recorded, and yet there is no practical reason to refuse a request to do so.

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I don't understand how it is that the votes should not be recorded, and yet there is no practical reason to refuse a request to do so.

 

If it is not a recorded vote, then the specific votes of members would not normally be included in the Minutes.  And funny how other members here have told me that the assembly, not the individual members, would decide whether or not the request has to be accepted.  But I do agree that there is no reason why this should not be accepted.

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If it is not a recorded vote, then the specific votes of members would not normally be included in the Minutes.  And funny how other members here have told me that the assembly, not the individual members, would decide whether or not the request has to be accepted.  But I do agree that there is no reason why this should not be accepted.

 

No, I don't agree with this, I was just trying to understand your position, as your earlier post seemed inconsistent. It is my opinion that such a request should not be accepted unless the member can provide a compelling reason why his vote should be recorded (as I noted earlier).

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Should/can you record the name of Directors who wish to have their votes known? I.e., if a motion carries that they voted against and they ask to be identified as a no vote...

 

Individual members do not have the right to have their votes recorded and, although they might request it, i would likely vote against such a request.

 

If there is a compelling reason to have members' votes recorded, they should all be recorded, and this can be accomplished by a motion for a roll-call vote.   In my experience, the self-important belief that one's own vote is somehow more worthy of inclusion in the minutes while others' are not, is one that is invariably unsupported by reason.

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Individual members do not have the right to have their votes recorded and, although they might request it, i would likely vote against such a request.

 

If there is a compelling reason to have members' votes recorded, they should all be recorded, and this can be accomplished by a motion for a roll-call vote.   In my experience, the self-important belief that one's own vote is somehow more worthy of inclusion in the minutes while others' are not, is one that is invariably unsupported by reason.

 

There are certain circumstances in which there is a compelling reason for a certain member's vote (or abstention) to be recorded, but yet there is not necessarily a compelling reason for the assembly to record the votes of all its members. Such reasons are often based on some legal requirement. For instance, a member might need his abstention recorded in order to have proof that he complied with a conflict of interest rule in applicable law. Similarly, a member might need his no vote recorded to show that he opposed an action which may not be entirely legal.

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There are certain circumstances in which there is a compelling reason for a certain member's vote (or abstention) to be recorded, but yet there is not necessarily a compelling reason for the assembly to record the votes of all its members. Such reasons are often based on some legal requirement. For instance, a member might need his abstention recorded in order to have proof that he complied with a conflict of interest rule in applicable law. Similarly, a member might need his no vote recorded to show that he opposed an action which may not be entirely legal.

Yes, I didn't mean to extend my disapproval to apply to all abstentions.  In fact, I've made that request with respect to myself on more than one occasion.

 

I think that there's less justification to record individual No votes.  If a member believes that an action may not be entirely legal, he would be better advised to move for a roll call, so that all votes, Yes or No, and not just his own, would be recorded for the benefit of interested members, litigants, and future archæologists.

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I think that there's less justification to record individual No votes.  If a member believes that an action may not be entirely legal, he would be better advised to move for a roll call, so that all votes, Yes or No, and not just his own, would be recorded for the benefit of interested members, litigants, and future archæologists.

 

Agreed, but if the assembly has no rule providing that a motion for a roll call can be adopted by a minority of some specified size, it would seem that such a motion would be unlikely to succeed. The majority might be more willing to grant a request to record the vote of that one member.

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