Minutes Correction vs. Amend Something Previously Adopted

[Guest motti]

Good Evening,

 

Our board voted to extend the contract of an employee of our organization, with the title of "Maintenance Supervisor" stated on the contract. The contract was presented to the employee and signed. Weeks later, at the next board meeting, during the reading of the minutes, a board member asserted that the original motion called for the position to be called "Groundskeeper." The board accepted the change as a correction to the minutes.

 

The problem exists however, that the contract presented to and signed by the employee has the original title. Now that the matter has come to the attention of the board, the employee and some members of the board are under the impression that the original title remains in place because the contract was already extended to the employee and signed. Would this be correct under the rules outlined "Actions that cannot be rescinded or amended" on p. 308?

 

Does the fact that this change was made as a minutes correction rather than a motion to amend something previously adopted make things more complicated?

[Shmuel Gerber]

Good Evening,

 

Our board voted to extend the contract of an employee of our organization, with the title of "Maintenance Supervisor" stated on the contract. The contract was presented to the employee and signed. Weeks later, at the next board meeting, during the reading of the minutes, a board member asserted that the original motion called for the position to be called "Groundskeeper." The board accepted the change as a correction to the minutes.

 

The problem exists however, that the contract presented to and signed by the employee has the original title. Now that the matter has come to the attention of the board, the employee and some members of the board are under the impression that the original title remains in place because the contract was already extended to the employee and signed. Would this be correct under the rules outlined "Actions that cannot be rescinded or amended" on p. 308?

 

Does the fact that this change was made as a minutes correction rather than a motion to amend something previously adopted make things more complicated?

 

"Does the fact that this change was made as a minutes correction rather than a motion to amend something previously adopted make things more complicated?"

No, it makes things simpler. Just recorrect (that is, uncorrect) the minutes.

[Chris Harrison]

Hmm, that is a good question.  I think ultimately you all should consult a lawyer as to any legal implications (even if you all decide to see things the employee's way). 

 

I think the first question is what title did the Chair use when he put the question before the Board for a vote?  I know someone asserts that the title in the motion was "Groundskeeper " as opposed to "Maintenance Supervisor" but is there any actual evidence of this beyond the assertion?  The language the Chair uses when he puts the question is the language that should go into the minutes and be binding on the assembly unless they vote to amend the previously adopted motion (they can't just change it by making a correction). 

 

It is not unheard of for the Secretary to make the occasional mistake when writing down the language of a motion to go in the minutes but there is a vast difference between "Maintenance Supervisor" and "Groundskeeper" which makes me wonder whether this Board member was mistaken in his recollection or thinks the title should be changed and went about it in the wrong way.

 

As for your questions:

 

Would this be correct under the rules outlined "Actions that cannot be rescinded or amended" on p. 308?

Since this was a "correction" (though I question if it actually was the Board member's error as opposed to an error by the Secretary) that rule wouldn't apply.

 

 

Does the fact that this change was made as a minutes correction rather than a motion to amend something previously adopted make things more complicated?

It probably would be more complicated if you all had adopted a motion to Amend Something Previously Adopted because you then would have to wrangle with the question of whether the original motion had been fully executed yet (and if it hadn't which parts of it are still subject to Amendment) and you all probably would want to consult a lawyer.  Since this was a correction you don't have to go there since either the Board member erred in his assertion or the Secretary erred though in either case since a contract was signed with a title not matching what is now in the minutes you are now in a pickle that could use a lawyer's advice. 

[Josh Martin]

"Does the fact that this change was made as a minutes correction rather than a motion to amend something previously adopted make things more complicated?"

No, it makes things simpler. Just recorrect (that is, uncorrect) the minutes.

 

But what if the minutes are correct and it is the contract which is in error? Then it seems more complicated.

[Guest motti]

Another complication. The minutes from the meeting where the correction was made state: [Member Name] moves to amend the wording of the October 23rd, 2013 minutes to call [employee]'s position "Groundskeeper" instead of "Maintenance Supervisor." I was under the impression, since I was at the meeting, that the change was presented as a minutes correction, but now it appears in the minutes as an amendment, apparently.

 

[Josh Martin]

Another complication. The minutes from the meeting where the correction was made state: [Member Name] moves to amend the wording of the October 23rd, 2013 minutes to call [employee]'s position "Groundskeeper" instead of "Maintenance Supervisor." I was under the impression, since I was at the meeting, that the change was presented as a minutes correction, but now it appears in the minutes as an amendment, apparently.

 

I think Mr. Harrison covered both possibilities in Post #3, and also wisely noted that since a contract has been signed, you really need to consult a lawyer if you intend on making any changes to the contract, regardless of whether this is an amendment or a correction.

[Chris Harrison]

Another complication. The minutes from the meeting where the correction was made state: [Member Name] moves to amend the wording of the October 23rd, 2013 minutes to call [employee]'s position "Groundskeeper" instead of "Maintenance Supervisor." I was under the impression, since I was at the meeting, that the change was presented as a minutes correction, but now it appears in the minutes as an amendment, apparently.

Still thinking you all need to talk to a lawyer, I think this is also a situation when the wording the Chair used when putting the question is paramount.  If the wording was "amend" then Official Interpretation 2006-18 would apply (meaning the job title was amended even if the voting requirement for ASPA wasn't met).  On the other hand, if the wording the Chair used didn't include "amend" then RONR p. 251 ( might apply (meaning the adopted motion to "amend" might be null and void depending on the vote). 

 

How good is the Secretary in taking the minutes?  Does he put the language the Chair uses for putting the question into the minutes word-for-word or is there a bit or paraphrasing or interpreting (of what he thinks the intent is of the motion maker and assembly) going on?

[Josh Martin]

If the wording was "amend" then Official Interpretation 2006-18 would apply (meaning the job title was amended even if the voting requirement for ASPA wasn't met). On the other hand, if the wording the Chair used didn't include "amend" then RONR p. 251 ( might apply (meaning the adopted motion to "amend" might be null and void depending on the vote). 

 

There's also the possibility that the motion to Amend is null and void because the motion was fully executed.

[Chris Harrison]

There's also the possibility that the motion to Amend is null and void because the motion was fully executed.

Yup.

[Shmuel Gerber]

Another complication. The minutes from the meeting where the correction was made state: [Member Name] moves to amend the wording of the October 23rd, 2013 minutes to call [employee]'s position "Groundskeeper" instead of "Maintenance Supervisor." I was under the impression, since I was at the meeting, that the change was presented as a minutes correction, but now it appears in the minutes as an amendment, apparently.

 

Amendment of the minutes is not amendment of the motion, it's correction of the minutes. The way this particular amendment is worded is quite confusing, though, as an amendment/correction to the minutes would not be changing what you call the position, but only the record of what you already called it in the adoption of the motion.