Special Meeting Minutes

[InTheMess]

There is a long and sordid story behind this, but suffice it to say that a special meeting of the bod was called to discuss paying a bill.

 

I am the newly elected Secretary and the meeting started before I could get there. I have asked if a motion was made to pay the bill and no motion was made. The VP stated the reason for the meeting and opened the floor for discussion which ultimately resulted in the realization that without an approved budget by the general membership, a Treasurer, and an audit of the books, we shouldn't be paying anything.  This board has been operating in all sorts of ways that don't make sense for the 6 months they have been on the board.  But I digress...

 

Do minutes have to be written?  If yes, is there specific wording that I should utilize to indicate the meeting was held but no business was conducted?  (Forgive me, I am slowly working my way thru RR and getting re-familiarized with Parliamentary procedure).

 

I have lots more questions....anyone just want to come be me for a while and help get this board mess straightened out?  :banghead:

 

THANK YOU!!!

[Andy Travis]

I share your pain of being on a board where I'm the only one who is familiarizing myself with RONR by actualing reading the book and asking questions on this forum.

As I have learned a meeting cannot go forward without the "essential" people. Those being the president and secretary. As you are the secretary, a secretary pro tem should have been appointed in your absence.

This item would remain as unfinished business on the minutes that you write since no motion was made.

Good for you as secretary that you are trying to learn RONR because without well written minutes there won't be a good record of what was done at meetings.

[Hieu H. Huynh]

Minutes are a record of what was done at a meeting, not a record of what was said (see FAQ #15). If nothing was done (no motions were made) at a meeting, the minutes would be very brief and could state that the meeting was called to order and then adjourned.

[Edgar Guest]

The minutes should also state that this was a special meeting (p.468) and I would think it would be a good idea to also record the reason the special meeting was called.

[Edgar Guest]

This item would remain as unfinished business on the minutes that you write since no motion was made.

 

Are you sure about this?

[Andy Travis]

Well, I thought if it's an issue that still needs addressing in the future then it would be unfinished business and unfinished business would be the heading to record what the meeting was about /why it was called and to make some statement that the item wasn't discussed and why it wasn't discussed.

Could the board have made a motion to lay the item on the table?

[Edgar Guest]

Well, I thought if it's an issue that still needs addressing in the future then it would be unfinished business . . .

I'm thinking that "business" has to come before the assembly before it can be considered to be "unfinished". That appears not to have happened in this instance. 

But stay tuned. Others may disagree.

[Andy Travis]

I do see your point. Then I'm just wondering if the secretary is following RONR's standard order of business, under what heading would some statement be made to record the reason the special meeting was called?

[Edgar Guest]

Then I'm just wondering if the secretary is following RONR's standard order of business, under what heading would some statement be made to record the reason the special meeting was called?

 

I think you may be conflating the standard order of business with the minutes. You'll find no "headings" in the sample minutes in RONR.

 

In any case, I'd say the reason for calling the special meeting should be at the beginning of the minutes where it's noted that this meeting is a special meeting.

[Andy Travis]

Ah! Thank you for pointing out to me so blatantly (and yes I do need that as I'm still learning) that the sample RONR minutes don't actually list the headings that are on the standard order of business agenda. The minutes are written out in paragraph form.

This clears things up for me. Thank you.

[Bruce Lages]

It's very unlikely that the standard order of business would apply to a special meeting, since such a meeting is defined as one that can only deal with the item or items specified in the call for the meeting. Also, in that light, the motion to lay on the table might be used at a special meeting with more than one  topic, but even that is not very likely.

[Edgar Guest]

 . . . the sample RONR minutes don't actually list the headings that are on the standard order of business agenda. The minutes are written out in paragraph form.

 

That's not to say you couldn't use the standard order of business as headings in the minutes of regular meetings. I see nothing wrong with, for example, "Unfinished Business: None considered".

 

But "Unfinished Business" refers to business carried over from a prior meeting. It's not intended to "predict" what might be considered at the next meeting.

[Andy Travis]

But if there is nothing to be considered under a standard order of business heading wouldn't you not include that heading on the agenda? It can always be written in if needed before the agenda is approved and adopted.

[Gary c Tesser]

... I have asked if a motion was made to pay the bill and no motion was made. The VP stated the reason for the meeting and opened the floor for discussion ...

 

I'm thinking that "business" has to come before the assembly before it can be considered to be "unfinished". That appears not to have happened in this instance. 

But stay tuned. Others may disagree.

 

It's always problematical trying to sort out a sloppy mess.  In this instance, I'm inclined to suspect that, with the VP's stating the reason for the meeting and discussion following, the motion was assumed.  After all, all the board members there knew that the purpose of the meeting was to pay the bill (or not).  So (probably) we can consider that the business of paying the bill was introduced (somehow) and dealt with (somewhat).

 

In the Mess, what did happen?  Did everyone have his say, and it looked as if nobody wanted to pay the bill now, and the chairman (the VP?) didn't conclude the discussion in any way but everyone just toodled off to a bar?

 

(So I'm on the fence about whether you do have the bill-paying as unfinished business or not.)

 

Meanwhile ...

 

..., I am slowly working my way thru RR and getting re-familiarized with Parliamentary procedure)....

THANK YOU!!!

 

...  I'm the only one who is familiarizing myself with RONR by actualing reading the book and asking questions on this forum....

 

I cannot strongly enough urge you both to pick up a copy (each) of RONR - In Brief, right now, and read it at once.  Without delay:  no dawdling, procrastination, or even your shameless cunctating.  If you buy it in a bookstore, read it on the spot, stepping politely aside from the check-out counter so the other customers can buy their copies of it.  That's why you always see crowds of parli-nerds piled up at the front of bookstores; but there's great turnover, because you all can pretty much read your copies -- the first time -- in an hour or so unless you're college graduates in which case you're hopeless, spending the first hour standing at the front of the bookstore just deciding whether you're in plenary session or not.

 

If instead you have ordered it on-line, you feckless indolent late-20th-century layabout slugs you, you will perforce have to bestir yourselves out of your La-Z-Boy armchairs and trek all the way to the front door to accept the package; don't forget to tip the delivery person liberally, after all he or she has done all the work, and you probably don't even have the courtesy to offer to let him or her read your copy when you're done with it -- remember, that's just in an hour or so unless you have suffered an intellectual impairment (a bachelor's degree).  If he or she won't take money, offer them a Pepsi -- no sane person or FedEx employee can resist that.

 

The scholars of ergonomics are not in agreement about whether at that point you should just rip open the package and stand there at the open door for the hour or so reading your new RONR - IB, or if you should (or are allowed) to close the door and take a chair.  In any even, those are your two choices, unless you suddenly smell smoke and shrieking firefighters pour into the place and toss you and everybody else out a window.

 

[Edited to add the sentence after the "toodled" sentence, which is really what it was about but I spaced on it trying to decide if "toodled" is a word or jsut one of my idiosyncratic neologisms.]

[Gary c Tesser]

... I have lots more questions.... THANK YOU!!!

 

So what's keeping you?  Ask them!  Questions make your mind grow.

 

... .anyone just want to come be me for a while and help get this board mess straightened out?  :banghead:

 

 

OK ... if you want to accept that you, by the same token,will have to be me for that time, you got yourself a deal.  (Remember the saying, Be careful of what you wish for, you might get it.)

 

[Edited to tinker.  Interminably.]

[Gary c Tesser]

But if there is nothing to be considered under a standard order of business heading wouldn't you not include that heading on the agenda? It can always be written in if needed before the agenda is approved and adopted.

 

O Great Steaming Cobnuts, Andy, what fershtunkener agenda??!?

[Andy Travis]

O Great Steaming Cobnuts, Andy, what fershtunkener agenda??!?

Gary, I'm just the program director. You'll have to ask Mr. Carlson, the big guy, about the agenda.

[Josh Martin]

Do minutes have to be written?  If yes, is there specific wording that I should utilize to indicate the meeting was held but no business was conducted?

 

Yes. The minutes would look something like this:

 

The special meeting of the L.M. Society was held on Thursday, January 4, 2015, at 8:30 P.M., at the Society's building, the President being in the chair and no one serving as Secretary.

 

The meeting adjourned at 9:00 P.M. 

 

Margaret Duffy, Secretary 

 

As noted, in the future, the assembly should elect a Secretary Pro Tempore when the Secretary is absent.

 

Well, I thought if it's an issue that still needs addressing in the future then it would be unfinished business and unfinished business would be the heading to record what the meeting was about /why it was called and to make some statement that the item wasn't discussed and why it wasn't discussed.

Could the board have made a motion to lay the item on the table?

 

Since no motion was actually made, there is nothing to be laid on the table or to become Unfinished Business. Additionally, if a motion had been made, the motion to Lay on the Table would not have been in order. The purpose of this motion is to set an item aside temporarily in order to deal with some other pressing business. Since the special meeting was called to deal with this particular issue, there was no other business to consider. If a motion had been made, a motion to Postpone to a Certain Time or Postpone Definitely would have been in order. There is no need to record what the meeting was about or why no motion was made.

 

I do see your point. Then I'm just wondering if the secretary is following RONR's standard order of business, under what heading would some statement be made to record the reason the special meeting was called?

 

The minutes do not contain headings and the statement is not recorded. The minutes are a record of what was done, not what was said. Since the assembly didn't really do anything, the minutes will be very brief.

 

That's not to say you couldn't use the standard order of business as headings in the minutes of regular meetings. I see nothing wrong with, for example, "Unfinished Business: None considered".

 

The format for the minutes described in RONR does not use headings, nor is there any need to record what did not happen.

 

But if there is nothing to be considered under a standard order of business heading wouldn't you not include that heading on the agenda? It can always be written in if needed before the agenda is approved and adopted.

 

There are a couple of issues with this question.

 

You talk about using the standard order of business and adopting an agenda, but as we have discussed previously, these are two contradictory ideas. An agenda is adopted in place of the standard order of business. A standard order of business is used for assemblies which meet at least as frequently as quarterly when the assembly does not adopt an agenda. The secretary might prepare a memorandum based upon the standard order of business, but this is not adopted, because it is consistent with the standard order of business.

 

Now, with that said, it is correct that some headings can be left out of an adopted agenda or of a memorandum based upon the standard order of business if there is no business to consider. It is certainly not necessary to include "Unfinished Business," for example, if there is no Unfinished Business. Some other headings should still be included. Exactly what items will be considered under New Business, for instance, cannot possibly be known in advance, since members can make motions during New Business without having provided any previous notice.

 

The other problem with this whole line of thinking is that the OP's question is regarding a special meeting called to address a single issue. Such a meeting has no need of an adopted agenda or the standard order of business. The purpose of such things is to provide the order that business will be considered in, but a special meeting can only consider the items included in the call. If there is only one item of business to consider, then the order of business seems pretty obvious.

[Andy Travis]

Thank you Josh for addressing the different questions. I know in my confusion of mixing the agenda and minutes together a new question was probably created. Thank you Edgar for addressing those questions even if they were off topic. I will be attending a special meeting soon so I have expanded my knowledge through this sorted thread. And as I am still learning I will need reminding of things (thanks Josh for the link to the previous thread) so I appreciate everyone's patience with all my questions

[Gary c Tesser]

... so I appreciate everyone's patience with all my questions .

 

Sometimes what tries patience is not asking the questions that should be askled, and even, for that matter, when in doubt about asking, is choosing not to.

 

Theodore Sturgeon said there are no stupid questions.  (I don't agree, and I don't understand the point of Shmuel Gerber's quotation, but not now for that.)  But certainly it's better to risk asking a stupid question than to risk not asking a smart one.

 

So, come to think of it ... do you have a sister?

 

[Edited to insert initial missing "is"]

[Edgar Guest]

The minutes would look something like this:

 

The special meeting of the L.M. Society was held on Thursday, January 4, 2015, at 8:30 P.M., at the Society's building, the President being in the chair and no one serving as Secretary.

 

The meeting adjourned at 9:00 P.M. 

 

Margaret Duffy, Secretary 

 

Well, I think that should be "A special meeting", not "The special meeting".

 

And don't you think it would be helpful to also record the reason the special meeting was called?

[Josh Martin]

Well, I think that should be "A special meeting", not "The special meeting".

 

And don't you think it would be helpful to also record the reason the special meeting was called?

The sample minutes in RONR say the regular meeting. I assume the case is the same here.

Nothing in RONR says that the purpose of a special meeting must be in the minutes, but I suppose it could be useful. If this information was included, I would add it to the first paragraph.

[Dan Honemann]

Yes. The minutes would look something like this:

 

The special meeting of the L.M. Society was held on Thursday, January 4, 2015, at 8:30 P.M., at the Society's building, the President being in the chair and no one serving as Secretary.

 

The meeting adjourned at 9:00 P.M. 

 

Margaret Duffy, Secretary 

 

 

Well, apparently someone eventually served as secretary.

[Edgar Guest]

The sample minutes in RONR say the regular meeting. I assume the case is the same here.

 

I wouldn't make that assumption. A regular meeting is one of the regular meetings. But a special meeting is not one of the special meetings. It's special. It's a special meeting.

[Gary Novosielski]

I wouldn't make that assumption. A regular meeting is one of the regular meetings. But a special meeting is not one of the special meetings. It's special. It's a special meeting.

 

I like that.  The regular [February] meeting would occur too late, so a special meeting was called.