Special Meeting Minutes

[Guest Robin Schmelling]

we are a non profit theatre.  We held a special meeting which 3 members refused to attend.  We still had 7 members at meeting.  It was to hear complaints from theatre volunteers over mistreatment.  The reason three didn't attend is they felt it wasn't their responsibility to hear any complaints (this is when director was problem and volunteers had nowhere to go for assistance).

 

Minutes were typed up.  Tonight was our regular monthly board meeting - it was on the agenda and reviewed.  One of the board members that chose not to attend special meeting tossed minutes and said he doesn't want anything to do with it because they shouldn't have had a meeting to hear from volunteers.

 

Then when President of Board said to put the minutes of the special meeting and attachments (volunteer statements) in with the original minutes, the other board member, refusing to participate, stated no action was taken and he didn't want it in the official minutes at all and had them vote to not put it in the minutes.

 

Since it was a called Special Meeting with 7 days advance notice per our bylaws, and there was a quorum - don't these minutes need to be in the offical record showing the meeting took place?  

 

Any assistance or reference to what part of the Rules that shows this would be greatly apprecaited so, if necessary, I can forward to my Board President.

 

Thanks for your time,

Robin Schmelling

[Gary c Tesser]

Yes, the minutes of any meeting -- special or regular -- are the official documentation of what was done at the meeting; and it is indispensable to do without that record.

 

(RONR, 11th Ed, p. 451, in the middle.)

[Guest Guest]

so even if no action was taken at the special meeting - because that was one excuse - no action taken so shouldn't be in official record. ??  Thanks so much

[Gary c Tesser]

On the other hand.

 

These attachments -- the statements of the volunteers --are not particularly addressed by Robert's Rules.  So your group might ... or might not ... want to make a formal record of these statements.  RONR doesn't say, one way or the other.

 

These would, I suppose, be stacked somewhere in your organization's records, like the pathetic cynical stacks at the end of Raiders of the Lost Ark.

[Guest Guest]

also, the minutes are not listed not on page 451 from what i can find in RONR 11th Ed. and nothing states if no action taken. ?  Just seems like they should be part of legal record....sigh.  Action or no action

[Guest Guest]

well i'm just going to keep it in my official book....lol.  It's one page of minutes - why special meeting was called - who spoke, etc.  no action.  The board voted to not put minutes in reccord.  Just doesn't make sense to me. lol  But thanks for your help

[Gary c Tesser]

so even if no action was taken at the special meeting - because that was one excuse - no action taken so shouldn't be in official record. ??  Thanks so much

 

I'm not quite sure what you're asking. But:  there should -- of course always -- be a formal record, minutes, attesting that the meeting was held.  It should include none of the chatter that occurred -- as minutes never, but often do, include -- but should include, if they occurred, any of the small group of actions that an inquorate meeting can legitimately do -- all of which, of course, have to do intrinsically what an inquoruate should, and can, do:(Section 40, pp. 345 or so):  recess; do whatever it takes to get a quorum; fix the time to which to adjourn (set up a continuation-meeting); and, finally, if you give up, adjourn (which, of course, should be included in the minutes to be written up after the meeting, but, of course, not having to write it up on the spot, unless she's a prodigiously, phenomenally fast typist, not really having to do it then-and-there).

[Gary c Tesser]

well i'm just going to keep it in my official book....lol.  It's one page of minutes - why special meeting was called - who spoke, etc.  no action.  The board voted to not put minutes in record.  Just doesn't make sense to me. lol  But thanks for your help

 

This sounds pretty perfect, except that"who spoke" should just be the maker of those few motions -- nothing that anyone just said in chatter, or who it was who said it, should be part of your minutes.

 

Oh, and your board's vote not to include the minutes of the inquorate meeting in your group's documentation -- that's what you're referring to? -- is just plain wrong..

 

The minutes of an inquorate meeting are minutes of a meeting.  Period.

 

They just should be very brief.

 

-- because they have very little to record.

 

-- but what they should record, they must record.

[Gary Novosielski]

At the very least, you called the meeting to order, and adjourned.  That should be in the minutes.

[Josh Martin]

Since it was a called Special Meeting with 7 days advance notice per our bylaws, and there was a quorum - don't these minutes need to be in the offical record showing the meeting took place?  

 

Yes.

 

so even if no action was taken at the special meeting - because that was one excuse - no action taken so shouldn't be in official record. ??  Thanks so much

 

Yes - although the minutes will be very brief.

 

well i'm just going to keep it in my official book....lol.  It's one page of minutes - why special meeting was called - who spoke, etc.  no action.  The board voted to not put minutes in reccord.  Just doesn't make sense to me. lol  But thanks for your help

 

The minutes should probably be even shorter than that. The minutes are a record of what was done, not what was said. So they shouldn't include who spoke.

 

Oh, and your board's vote not to include the minutes of the inquorate meeting in your group's documentation -- that's what you're referring to? -- is just plain wrong..

 

The minutes of an inquorate meeting are minutes of a meeting.  Period.

 

I don't think the meeting was inquorate.

[Gary c Tesser]

... I don't think the meeting was inquorate.

 

No indeed.  

 

Ms Schmelling, I apologize:  I don't know what I was thinking about p. 451, but right now I don't see anything particularly pertinent there.  

 

... And what I said about meetings without a quorum, while probably valid in and of itself, probably has nothing to do with your situation.  I'm guessing that, at ~ 1 AM, I drowsily read "-no action-" as "-no action because no quorum present-".

 

(I suspect there aren't enough crows on Earth.  But I got to start now.)

[Guest Guest]

thank you all for your responses - i just feel acknowledgement should be in the formal regular meeting minutes of some kindl  Freaked me out that those opposed to the special meeting decided to motion minutes be removed into a vote.  Bizarre - having been away from Roberts Rules for years - wanted to make sure i wasn't losing my mind! lol

[Gary Novosielski]

If the minutes are approved by the procedure in RONR, there is no way for the assembly to vote NOT to put them in the minutes. 

 

The procedure is, the chair announces that the business at hand is the approval of minutes, and asks if there are any corrections.  Presumably if the only items in the minutes are call to order and adjournment, there will not be very many.

 

When all corrections (if any) have been made, the chair announces that the minutes therefore stand approved.

 

At no point does the chair inquire whether the minutes should be included in the record book.  They always are.  And the only way to object to their approval is to offer a correction to them.  Burning them is not an option.

[Shmuel Gerber]

(I suspect there aren't enough crows on Earth.  But I got to start now.)

 

That's not kosher.