Amending minutes

[Guest Guest LC]

Question. Following our membership dinner, we had a short directors meeting in which a director made a motion to retain the officers from last year. One member volunteered to be vice president. A vote was taken to approve the member who volunteered to be vice president. It was passed. At the next meeting the member who made the original motion to retain the officers from last year was concerned that the directors ignored her motion or were distracted by the volunteer. The membership was asked to amend the minutes and vote at this meeting to deal with the original motion and agreed to pass the original motion. The "new" vice president said we could not do that and resigned. Who is correct here?

[Guest Nancy N.]

Well, first and foremost, the minutes should record accurately what was done, period.  If what was done was wrong, then record it accurately nonetheless:  what you now do is, you fix it now, and accurately record what you've done this time, too.

 

[Guest Nancy N.]

... By "fix it now," I mean correct whatever actions were done that shouldn't have been done (believe me, I've seen a lot worse -- but the minutes must record that accurately).  The only way to change minutes is to correct any misinformation that the minutes include.

 

So, you don't amend the minutes if they say that what happened is what did happen.

 

Next.  If your bylaws prescribe that you hold elections (as many bylaws do; see the sample bylaws in RONR, p. 585), then you have to hold them, and the motion to have the current officers continue was improper.  (So you now fix what was broken -- but the minutes record, accurately and dispassionately)  Probably, it's null and void.  (But remember, the minutes of that meeting must show that indeed the motion was made, and adopted last time; the minutes for the next meeting show that you formally acknowledge that it was wrong -- that would generally be accomplished by a ruling of the chair, and what you did about it, which maybe was hold elections.)

 

So, if, as I think probable, the motion to continue the terms of the current officers was invalid, then anything that happened while it was pending was probably a nullity.  Such as, the member who volunteered to be the vice-president (let's call him "Sheila," since I don't know what his or her gender is, but English insists on specifying one).  (Of course at the risk of focussing on the accuracy of minutes ad nauseam :  the minutes of that last meeting must show that Sheila volunteered -- since she did -- and that that he (boy, typing that is weird) was voted in, because he was -- which maybe means he was elected -- but the minutes should not say "elected", because that would be editorializing.)

 

But I'm not going into that, because there's no way to say for sure what rules were broken, and you don't need an abstruse discussion of parliamentary theory, do you? *

 

All I can say for certain, and it's not in the book, is that you should reject the vice-president volunteer's resignation, and calm him ("Sheila," remember -- boy, that's weird) down and talk him into sucking it up and soldier on. (You can use more recent cliche's than these of the 1990's, and you'd be better off.) He might be good for you.  And, if the person who had been the vice-president, who was part of the motion to re-elect everybody remember, does want to stay on, you probably will have a contested election, and that's probably not a bad idea.

 

Question.... Who is correct here?

 

I don't know.  And I don't see how anyone could.

__________

* For example:  was the volunteering to be vice-president actually an amendment to the motion to re-elect the current officers? (-- If,indeed, it was a motion to re-elect them.)  If so, it was legitimate.  Inoffensive and unremarkable.  But if we think of it as a main motion, stacked of the main motion to re-elect, which was already pending, then it was completely invalid.  Who can tell?  Do our heads hurt yet?

[Gary Novosielski]

The original motion "to keep the current officers" was not in order to begin with.   Falsifying the minutes to claim that it was passed won't help your situation anyway.

 

The one with the most sense in this scenario was the one who resigned.

[Josh Martin]

Question. Following our membership dinner, we had a short directors meeting in which a director made a motion to retain the officers from last year. One member volunteered to be vice president. A vote was taken to approve the member who volunteered to be vice president. It was passed. At the next meeting the member who made the original motion to retain the officers from last year was concerned that the directors ignored her motion or were distracted by the volunteer. The membership was asked to amend the minutes and vote at this meeting to deal with the original motion and agreed to pass the original motion. The "new" vice president said we could not do that and resigned. Who is correct here?

 

This whole process is a mess. I'll do my best to make sense of it.

• The motion "to retain the officers from last year" was out of order. The officers are elected separately. It's not in order to make a motion to reelect the current officers all at once.
• Nonetheless, since this motion was on the floor, it was not in order for a member to make a new main motion to elect someone as Vice President (although, as noted, an amendment would be in order). A member should have raised a Point of Order instead. 
• Nonetheless, since the motion to elect a Vice President was adopted and no Point of Order was raised at the time, the vote is valid.
• It's not clear to me what happened next. Did the assembly end up electing any officers at the original meeting besides a Vice President?
• It was not proper to amend the minutes regarding this issue. The minutes are intended to be a record of what actually happened at the meeting, even if what happened was improper. If the members wish to change the actions, there are other tools for that. The minutes should only be changed if they are in error.
• It was not in order to consider the original motion to retain the officers, because it wasn't in order to begin with and because the assembly had already elected a Vice President. So I think the Vice President you originally elected may still be serving. Unless that's who resigned (I'm not entirely clear on that point), in which case the assembly can fill the vacancy if and when that resignation is accepted.

I think it's too late to fix any of this now, unless your bylaws require a ballot vote, in which case all of this nonsense is null and void.

 

What should have happened would have been to actually have an election for Vice President, since there was more than one candidate. Members would have voted for the candidate of their choice.

 

Next.  If your bylaws prescribe that you hold elections (as many bylaws do; see the sample bylaws in RONR, p. 585), then you have to hold them, and the motion to have the current officers continue was improper.  (So you now fix what was broken -- but the minutes record, accurately and dispassionately)  Probably, it's null and void.  

 

I don't think there is a continuing breach here unless the bylaws require a ballot vote.