"If it's not in the minutes"

[Guest Marie]

If members of a board say they've been discussing a certain topic for months, yet there is no record of these discussions in the minutes, did the discussions technically ever take place?

[Timothy]

Unless someone made a motion, nothing would appear in the minutes, but they have been talking about it for months because no one knows what motion they want to make.

[Guest Marie]

Thank you for your response.  New question:  let's say a major decision was made at a recent meeting, and the members state that it has been discussed for months.  There is no record of even one discussion taking place in the minutes.  Could someone who disagreed with the decision have grounds for dispute if there is no record of the conversations whatsoever?

 

[Edgar Guest]

Minutes are a record of what was done (e.g. motions), not what was said (e.g. discussion and debate). If the discussion took place, it took place, but it doesn't belong in the minutes.

[Richard Brown]

Thank you for your response.  New question:  let's say a major decision was made at a recent meeting, and the members state that it has been discussed for months.  There is no record of even one discussion taking place in the minutes.  Could someone who disagreed with the decision have grounds for dispute if there is no record of the conversations whatsoever?

As Mr. Guest pointed out, the minutes are a record of what was DONE at a meeting, not what was discussed.  Unless your society has a rule or custom to the contrary, no record of discussions should be in the minutes.  Whether discussions took place in the past has no bearing on the validity of a motion adopted at a particular meeting.  The minutes are a record of what was DONE, i.e., motions adopted, officers elected, etc.

 

RONR has a whole section on minutes, but the key is in this quote from page 468"

"The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done. The minutes should be kept in a substantial book or binder."

[Gary Novosielski]

Thank you for your response.  New question:  let's say a major decision was made at a recent meeting, and the members state that it has been discussed for months.  There is no record of even one discussion taking place in the minutes.  Could someone who disagreed with the decision have grounds for dispute if there is no record of the conversations whatsoever?

No, as others have noted. 

 

But if your bylaws place the board in a subordinate position to the membership, a non-board-member who is a general member could make a motion at a general membership meeting to rescind or amend the action of the board.   But we'd need more details.