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Meeting minutes


Guest Kirk Yodzevicis

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Situation:  Minutes for a meeting that took place in 2011 are approved the month after the meeting took place.  Meetings follow Robert's Rules pursuant to their bylaws.  There was a vote on an issue subject to litigation.  That the vote was even taken resulted in several board members resigning, including the person whose vote made it a 3-3 tie.  Two years later we find out that his vote wasn't reflected in the minutes, which swings the vote to 3-2.  The person whose vote wasn't counted was not listed as abstaining.  He has signed an affidavit stating that he did vote and how he voted.  The defense has stated that, even if he did vote as he says it doesn't matter, as the approved minutes control and the board is the only entity that can revise the minutes after they are approved.

 

This doesn't sound right to me.  Under that circumstance, a board could conduct a vote at one meeting, not like how it turned out, and wait until a meeting down the road was held wherein the "proper people" were the majority/only people present.  They could say the vote went the opposite of what it actually did, approve the minutes at the "down the road" meeting showing the inaccurate result and everyone would have to live with it. 

 

As it stands, part of the litigation is dependent upon this question.  Is there a mechanism by which the accuracy of approved minutes can be challenged by someone no longer on the board?  Are the inaccurate minutes binding under this circumstance?

 

Thanks

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1. OK, there was a motion at this meeting. What do the (approved) minutes say was the result of the vote on the motion? As I read your post, I interpret two different things, One place 3-3 another 3-2? If the vote actually was 3-2, would the motion have passed?

 

2. I don't see how you can single out one of three as being the one who caused the 3-3 tie. All six, it seems to me caused the tie in the way they voted on the motion (if the vote actually was 3-3).

 

3. Your speculation of how the approval/correction of minutes could falsify a vote, it seems to me could happen if sufficient members were so dishonest as to approve/correct fraudulent minutes. it is (very remotely) possible (but extremely unlikely) that members might (completely incorrectly) think that it is perfectly OK to have the minutes (they approve at the next meeting) reflect what they believe at the approval point, not the correct method that the minutes reflect what was actually done at the meeting.

 

4. On such a critical matter, especially where litigation is involved, I would insist that the motion/resolution and/or decision of the board be documented and signed by officials when the meeting is held. Then, there would be almost no possibility of #3.

 

5. For "legal" consult an attorney.

 

6. I do not envy you being tangled up in such a legal mess. "Truth" is commonly a low priority matter in such controversies. I wish you well.

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I have taken to videotaping the meetings, and archiving a dvd for each. It all started with shennanigans in an open Board meeting, but since I've taped the meetings, and they know it, less shennanigans! Plus when memory convieniently fails them, I suggest we go to the tape for review. Amazing!, memory restored!

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The defense has stated that, even if he did vote as he says it doesn't matter, as the approved minutes control and the board is the only entity that can revise the minutes after they are approved.

 

This is only half right. While it is correct that the board is the only entity which can revise the minutes, what is controlling is what actually happened. The minutes are simply a record, and if that record is inaccurate it should be corrected.

 

Is there a mechanism by which the accuracy of approved minutes can be challenged by someone no longer on the board?

 

No.

 

Are the inaccurate minutes binding under this circumstance?

 

No.

 

It should be noted, however, that these are the parliamentary answers to your questions. Since there is litigation involved, I think you may be more interested in the legal answers... and you'll need a lawyer for that.

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#2 In response to your queries:

 

1. The vote was recorded as 3-2, but it should have been recorded as 3-3.  If it's 3-2, the motion carries, if 3-3 the status quo is maintained/the motion fails.

2. I see where the wording I used is not the best.  We know it was the one directors vote that would have made it 3-3 (if accurately reflected) because the minutes show the board members names and how they voted.  That was obviously a mistake on the boards part, as the reading I've done say that only the results of the vote should be shown in the minutes (i.e. just saying "motion carried" without reference to the actual notes).  This time it has helped the good guys, but I can see where it is not a good idea.

3. This was no mistake in understanding.  This is only one of many things that were done that can establish a pattern of fraudulent behavior, including several instances of just what I described above (minutes showing what one clique of directors intentionally put in false information to serve their purposes).  I'm not a fanatic, and I usually believe that people are fundamentally unwilling to engage in such actions.  However, this has been a real eye opener.

 

 

Thank you all for your input.  Yes, this is a mess, and it goes even beyond what was described in my original post.  The worst part is that this is taking money and energy away from helping people.

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1. The vote was recorded as 3-2, but it should have been recorded as 3-3.  If it's 3-2, the motion carries, if 3-3 the status quo is maintained/the motion fails.

 

As a parliamentary matter, if the vote was 3-3, and the chair properly announced that the motion was lost, the motion remains lost even if the minutes are in error.

 

2. I see where the wording I used is not the best.  We know it was the one directors vote that would have made it 3-3 (if accurately reflected) because the minutes show the board members names and how they voted.  That was obviously a mistake on the boards part, as the reading I've done say that only the results of the vote should be shown in the minutes (i.e. just saying "motion carried" without reference to the actual notes).  This time it has helped the good guys, but I can see where it is not a good idea.

 

It is quite correct that in the ordinary case, the minutes should simply note whether the motion was adopted or lost. The count should only be included if the board orders a counted vote, and the names of individual board members should only be included if the board orders a roll call vote.

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