Amending the minutes after approved

[Guest Kathy Hess]

The minutes were written showing that the motion was approved. One person who dissented wants to have their vote as dissenting recorded in the minutes. This was submitted to the clerk. It has been suggested that this correction could be made using a motion to Amend Something Previously Adopted. I am unclear on how to do this and if this is the best way to go about this. I would appreciate help.

[George Mervosh]

The minutes were written showing that the motion was approved. One person who dissented wants to have their vote as dissenting recorded in the minutes. This was submitted to the clerk. It has been suggested that this correction could be made using a motion to Amend Something Previously Adopted. I am unclear on how to do this and if this is the best way to go about this. I would appreciate help.

 

My view of it is such a request is improper at this point and should not be allowed.  He can move to rescind the adopted motion and the current meeting minutes will memorialize his attempt to do so and his dislike of the earlier adopted motion.

[Edgar Guest]

It has been suggested that this correction could be made using a motion to Amend Something Previously Adopted.

 

Not at all. What was adopted was the motion, not, as yet, the minutes (which are more properly said to be "approved", not "adopted", though it's pretty much the same thing). It's easier to "correct" the minutes prior to their approval than it is to "amend" the minutes after they've been approved but, in either instance, I agree with Mr. Mervosh that this disgruntled member's request to have his vote recorded should be rejected. But that's up to the assembly (the members present). Let's just say it would set a bad precedent.

[Richard Brown]

Kathy, three questions:  First, have the minutes from that meeting been approved?  Second, is this a board of directors (or equivalent)?  Third, is this organization incorporated?

 

If the minutes have not yet been approved, that member should move to have the minutes reflect that he voted no when the minutes come up for approval.  If they have not yet been approved, that change can be made by unanimous consent or with a majority vote if there is an objection.  If the minutes have already been approved, then correcting (or amending) them should be accomplished using the Motion to Amend Something Previously Adopted that you referred to.  It will take a two-thirds vote to do that unless there was previous notice of the proposed amendment.  The minutes may be amended at any time, even months or years after the fact.

 

Having the minutes reflect how an individual voted is not usually done unless it is a roll call vote, but it can be done with the consent of the assembly.   Usually the request is made at the time of the vote.

 

I  asked if this was a board of directors and whether you are incorporated because some state corporation statutes, like Louisiana's,  provide that a director shall not be liable for a prohibited act if he was absent from the meeting at which the action was authorized or if he dissented "and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation".    Even if your organization is not incorporated, it may be that this person is concerned about  liability or other repercussions and that is the reason he wants his vote noted in the minutes. 

In such a case, I believe it would be appropriate for that member to ask that the minutes reflect that he voted "no" on the matter.  The final decision is up to the assembly.